þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
ý
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
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Part I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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Part IV
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Item 15.
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Exhibits, Financial Statement Schedules
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Signatures
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•
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volatility within the Internet Connectivity, Clean Energy, and Safety and Protection megatrends on which our business is focused, as well as specific market and industry trends within these megatrends;
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•
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business, economic and political conditions in the United States and abroad, particularly in China, South Korea, Germany, Hungary and Belgium, where we maintain significant manufacturing, sales or administrative operations;
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•
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fluctuations in foreign currency exchange rates;
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•
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our ability to develop innovative products and have them incorporated into end-user products and systems;
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•
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the extent to which end-user products and systems incorporating our products achieve commercial success;
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•
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the ability of our sole or limited source suppliers to deliver certain key raw materials to us in a timely manner;
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•
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intense global competition affecting both our existing products and products currently under development;
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•
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failure to realize, or delays in the realization of, anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses;
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•
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our ability to attract and retain management and skilled technical personnel;
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•
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our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights;
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•
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changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate;
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•
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financial and restrictive covenants in our credit agreement, which could limit our operational and financial flexibility;
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•
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the outcome of ongoing and future litigation, including our asbestos-related product liability litigation;
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•
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changes in environmental laws and regulations applicable to our business;
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•
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disruptions in, or breaches of, our information technology systems;
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•
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asset impairment and restructuring charges; and
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•
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changes in accounting standards promulgated by the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC).
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(Dollars in thousands)
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2015
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2014
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2013
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ACS
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$
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267,630
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$
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240,864
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$
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184,949
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EMS
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180,898
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173,671
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168,082
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PES
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150,288
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171,832
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160,730
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Other
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42,627
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24,544
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23,721
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Total
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$
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641,443
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$
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610,911
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$
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537,482
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Name
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Age
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Present Position
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Year Elected to Present Position
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Other Positions Held During 2011-2015
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Bruce D. Hoechner
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56
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President and Chief Executive Officer
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2011
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President, Asia Pacific Region, Dow Advanced Materials Division, Rohm and Haas Company from 2009 to September 2011
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Janice E. Stipp
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56
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Vice President, Finance, Chief Financial Officer and Corporate Treasurer
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2015
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Executive Vice President, Chief Financial Officer and Treasurer, Tecumseh from October 2011 to November 2015; Chief Financial Officer, Revstone from January 2011 to August 2011
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Robert C. Daigle
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52
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Senior Vice President and Chief Technology Officer
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2009
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Gary M. Glandon
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57
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Vice President and Chief Human Resources Officer
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2012
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Chief Human Resources Officer, Solutia from October 2010 to July 2012
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Jeffrey M. Grudzien
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54
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Vice President, Advanced Connectivity Solutions
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2012
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Vice President, Sales and Marketing September 2007 to February 2012
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Jay Knoll
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52
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Vice President and General Counsel
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2014
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Senior Vice President, General Counsel PKC Group Oyj - North America from June 2012 to November 2014; Director and Chief Restructuring Officer Energy Conversion Devices, Inc. from November 2011 to June 2012, Interim President Energy Conversion Devices, Inc. from May 2011 to November 2011, Executive Vice President, General Counsel and Chief Administrative Officer Energy Conversion Devices, Inc. from January 2011 to April 2011.
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John J. Krawczynski
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44
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Chief Accounting Officer and Corporate Controller
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2014
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Vice President Finance, Controller, The Yankee Candle Company, Inc. from September 2012 to February 2014; Vice President, Corporate Controller, Oakleaf Waste Management from March 2010 to September 2012
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Helen Zhang
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51
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Vice President, Power Electronics Solutions and President, Rogers Asia
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2013
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Global General Manager of Interconnect Technology, Dow Chemical Company, Dow Electronic Materials from July 2010 to April 2012
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•
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foreign currency fluctuations, particularly in the value of the Euro, the Hungarian forint, the Chinese yuan and the South Korean won against the U.S. dollar;
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•
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economic and political instability, including regional or country-specific events;
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•
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accounts receivable practices, including longer payment cycles;
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•
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export control or customs matters and changes in trade policy, tariff regulations or other trade restrictions;
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•
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complications in complying with a variety of foreign laws, including unexpected changes in the laws or regulations of the countries in which we operate;
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•
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failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption laws;
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•
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greater difficulty protecting our intellectual property;
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•
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employment regulations, work stoppages and labor and union disputes.
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•
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innovation;
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•
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historical customer relationships;
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•
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product quality, reliability, performance and price;
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•
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technical and engineering service and support;
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•
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breadth of product line; and
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•
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manufacturing capabilities.
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•
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decisions to repatriate non-U.S. earnings for which we have not previously provided for U.S. income taxes;
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•
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changes in the geographic mix of our profits among jurisdictions with differing statutory income tax rates;
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•
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changes in tax laws and regulations applicable to us, including the expiration, renewal or application of tax holidays.
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Location
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Floor Space (Sq Ft)
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Type of Facility
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Leased / Owned
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United States
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Rogers, Connecticut
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506,000
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Manufacturing / Administrative Offices
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Owned
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Chandler, Arizona
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418,000
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Manufacturing
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Owned
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Chandler, Arizona
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17,000
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Warehouse/Administrative Offices
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Leased through 03/2017
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Carol Stream, Illinois
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215,000
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Manufacturing
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Owned
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Woodstock, Connecticut
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152,000
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Manufacturing
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Owned
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Bear, Delaware
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125,000
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Manufacturing / Administrative Offices
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Owned
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Burlington, Massachusetts
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5,000
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R&D Lab and Office Space
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Leased through 2/2018
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Europe
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Eschenbach, Germany
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149,000
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Manufacturing / Administrative Offices
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Leased through 6/2021
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Ghent, Belgium
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114,000
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Manufacturing
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Owned
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Evergem, Belgium
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77,000
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Manufacturing / Administrative Offices
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Owned
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Budapest, Hungary
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42,000
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Manufacturing
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Leased through 2/2019
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Asia
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Suzhou, China
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821,000
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Manufacturing / Administrative Offices
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Owned
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Ansan, Korea
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40,000
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Manufacturing
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Leased through 10/2018
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Tokyo, Japan
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3,094
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Sales Office
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Leased through 2/2018
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Taipei, Taiwan, R.O.C.
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1,000
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Sales Office
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Leased through 7/2016
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Hwasung City, Korea
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1,000
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Sales Office
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Leased through 8/2016
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Singapore
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1,000
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Sales Office
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Leased through 12/2016
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Shanghai, China
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1,000
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Sales Office
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Leased through 3/2017
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Shenzhen, China
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1,000
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Sales Office
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Leased through 5/2018
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Beijing, China
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1,000
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Sales Office
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Leased through 5/2018
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2015
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2014
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||||
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High
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Low
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High
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Low
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Fourth
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$57.15
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$46.23
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$82.48
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$51.40
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Third
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66.99
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51.65
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68.34
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53.69
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Second
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83.85
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66.07
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67.30
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56.26
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First
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84.92
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73.19
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65.73
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56.17
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(Dollars in thousands, except per share amounts)
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2015
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2014
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2013
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2012
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2011
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||||||||||
Financial Results
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||||||||||
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||||||||||
Net sales
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$
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641,443
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$
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610,911
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$
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537,482
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$
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498,761
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$
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548,341
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Income before income taxes
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$
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66,173
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$
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81,224
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$
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49,722
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$
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23,273
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$
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56,496
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Net Income
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$
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46,320
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|
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$
|
53,412
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|
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$
|
38,203
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|
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$
|
67,473
|
|
|
$
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44,978
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|
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|
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||||||||||
Per Share Data
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||||||||||
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||||||||||
Basic
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$
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2.52
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$
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2.94
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$
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2.22
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$
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4.11
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$
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2.81
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Diluted
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$
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2.48
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$
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2.86
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$
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2.15
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$
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3.97
|
|
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$
|
2.69
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Book value
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$
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32.55
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$
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31.91
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$
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31.38
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$
|
25.93
|
|
|
$
|
21.22
|
|
|
|
|
|
|
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||||||||||
Financial Position
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||||||||||
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Current assets
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$
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429,137
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|
|
$
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438,174
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|
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$
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383,623
|
|
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$
|
312,472
|
|
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$
|
272,269
|
|
Current liabilities
|
$
|
79,120
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|
|
$
|
120,445
|
|
|
$
|
90,040
|
|
|
$
|
84,502
|
|
|
$
|
78,558
|
|
Ratio of current assets to current liabilities
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4.7 to 1
|
|
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3.6 to 1
|
|
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4.3 to 1
|
|
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3.7 to 1
|
|
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3.5 to 1
|
|
|||||
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|
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||||||||||
Cash and cash equivalents
|
$
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204,586
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|
|
$
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237,375
|
|
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$
|
191,884
|
|
|
$
|
114,863
|
|
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$
|
79,728
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|
Net working capital
|
$
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350,017
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|
|
$
|
317,729
|
|
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$
|
293,583
|
|
|
$
|
227,970
|
|
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$
|
193,711
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Property, plant and equipment, net
|
$
|
178,661
|
|
|
$
|
150,420
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|
|
$
|
146,931
|
|
|
$
|
149,017
|
|
|
$
|
148,182
|
|
Total assets
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$
|
932,458
|
|
|
$
|
840,435
|
|
|
$
|
811,321
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|
|
$
|
764,267
|
|
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$
|
683,532
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|
Long-term debt
|
$
|
175,188
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|
|
$
|
25,000
|
|
|
$
|
60,000
|
|
|
$
|
77,500
|
|
|
$
|
115,000
|
|
Shareholders’ equity
|
$
|
584,582
|
|
|
$
|
587,281
|
|
|
$
|
560,314
|
|
|
$
|
438,395
|
|
|
$
|
344,160
|
|
Long-term debt as a percentage of shareholders’ equity
|
30.0
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%
|
|
4.3
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%
|
|
10.7
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%
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|
17.7
|
%
|
|
33.4
|
%
|
|||||
|
|
|
|
|
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|
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||||||||||
Other Data
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|
|
|
|
|
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||||||||||
Depreciation and amortization
|
$
|
34,054
|
|
|
$
|
26,268
|
|
|
$
|
26,351
|
|
|
$
|
27,130
|
|
|
$
|
26,308
|
|
Research and development expenses
|
$
|
27,644
|
|
|
$
|
22,878
|
|
|
$
|
21,646
|
|
|
$
|
19,311
|
|
|
$
|
21,530
|
|
Capital expenditures
|
$
|
24,837
|
|
|
$
|
28,755
|
|
|
$
|
16,859
|
|
|
$
|
23,774
|
|
|
$
|
21,316
|
|
Number of employees (average)
|
2,800
|
|
|
2,800
|
|
|
2,500
|
|
|
2,441
|
|
|
2,566
|
|
|||||
Net sales per employee
|
$
|
229
|
|
|
$
|
218
|
|
|
$
|
215
|
|
|
$
|
204
|
|
|
$
|
214
|
|
Number of shares outstanding at year end
|
17,957,760
|
|
|
18,403,109
|
|
|
17,854,506
|
|
|
16,904,441
|
|
|
16,220,648
|
|
•
|
Our revenue growth in 2015 was attributable primarily to our newly-acquired Arlon operations. The increase in net sales in 2015 was composed of an organic sales decrease of 6.9%, negative currency impact of 4.5%, offset by acquisition related growth of 16.4%. We believe our revenue decline is associated with the uncertain macro-economic conditions in China and Europe as well as the U.S. This situation has resulted in the delay of several key projects within the markets that we participate in, leading to weaker demand in certain applications across all three business segments. We expect to see a moderate recovery in sales going forward however we remain cautious as to the exact timing of the recovery.
|
•
|
Our operating income declined due to a variety of factors in 2015. We achieved $76.3 million in operating income during 2015, a 6.1% decline over the $81.2 million achieved in 2014. Operating results in 2015 and 2014 included approximately $11.2 million and $7.7 million of special charges, respectively. Contributing to the decline in operating income was the decline in gross margin. Gross margin declined due to the lower organic sales and the lower gross margin from the Arlon business; however, this decline was partially mitigated through operational excellence initiatives across our business units. Gross margin was 36.7% in 2015 as compared to 38.4% in 2014.
|
•
|
We are an innovation company and in 2015 spent approximately 4.3% of our revenues on research and development, an increase from 3.7% in 2014. Research and development (R&D) expenses were $27.6 million in 2015, an increase of 20.8%, from $22.9 million in 2014. The increased spending was due to increased investments that are targeted at developing new platforms and technologies, as evidenced by the recent creation of the Rogers Innovation Centers in Massachusetts and in Asia. Since 2013, we have made concerted efforts to realign our R&D organization to better fit the future direction of our Company, including dedicating resources to focus on current product extensions and enhancements to meet our short term technology needs.
|
•
|
We completed $40.0 million in share repurchases in 2015. These repurchases were part of a $100 million share repurchase program announced in August 2015. The repurchases were made at an average price of $54.97 per share
.
We initiated this program to mitigate potentially dilutive effects of stock options and shares of restricted stock granted by the Company, in addition to enhancing shareholder value. Further share repurchases under the program will be subject to management’s consideration of cash availability, including cash generation, as well as potential cash uses, including capital spending and other investments, and potential acquisitions.
|
•
|
We closed on the acquisition of Arlon in January of 2015. The Arlon business has been fully integrated into the ACS and EMS businesses, and contributed approximately $100.0 million in sales in 2015.
|
|
2015
|
|
2014
|
|
2013
|
Net sales
|
100.0%
|
|
100.0%
|
|
100.0%
|
Gross margin
|
36.7%
|
|
38.4%
|
|
35.1%
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
20.5%
|
|
20.5%
|
|
19.8%
|
Research and development expenses
|
4.3%
|
|
3.7%
|
|
4.0%
|
Restructuring and impairment charges
|
—
|
|
0.9%
|
|
1.9%
|
Operating income
|
11.9%
|
|
13.3%
|
|
9.3%
|
|
|
|
|
|
|
Equity income in unconsolidated joint ventures
|
0.5%
|
|
0.7%
|
|
0.8%
|
Interest income (expense), net
|
(0.7)%
|
|
(0.5)%
|
|
(0.6)%
|
Other income (expense), net
|
(1.3)%
|
|
(0.2)%
|
|
(0.2)
|
Income before income taxes
|
10.3%
|
|
13.3%
|
|
9.3%
|
|
|
|
|
|
|
Income tax expense
|
3.1%
|
|
4.6%
|
|
2.1%
|
|
|
|
|
|
|
Income from continuing operations
|
7.2%
|
|
8.7%
|
|
7.0%
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
Percent Change
|
||||
Net Sales
|
|
$
|
641,443
|
|
|
$
|
610,911
|
|
|
5.0%
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
Percent Change
|
||||
Gross Margin
|
|
$
|
235,362
|
|
|
$
|
234,753
|
|
|
0.3%
|
Percentage of sales
|
|
36.7
|
%
|
|
38.4
|
%
|
|
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
Percent Change
|
||||
Selling, general and administrative expenses
|
|
$
|
131,463
|
|
|
$
|
125,244
|
|
|
5.0%
|
Percentage of sales
|
|
20.5
|
%
|
|
20.5
|
%
|
|
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
Percent Change
|
||||
Research and development expense
|
|
$
|
27,644
|
|
|
$
|
22,878
|
|
|
20.8%
|
Percentage of sales
|
|
4.3
|
%
|
|
3.7
|
%
|
|
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
Percent Change
|
||||
Equity income in unconsolidated joint ventures
|
|
$
|
2,890
|
|
|
$
|
4,123
|
|
|
(29.9)%
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
Percent Change
|
||||
Interest income (expense), net
|
|
$
|
(4,480
|
)
|
|
$
|
(2,946
|
)
|
|
52.1%
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
Percent Change
|
||||
Other income (expense), net
|
|
$
|
(8,492
|
)
|
|
$
|
(1,194
|
)
|
|
611.2%
|
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
Percent Change
|
||||
Income tax expense
|
|
$
|
19,853
|
|
|
$
|
27,812
|
|
|
(28.6)%
|
Effective tax rate
|
|
30.0
|
%
|
|
34.2
|
%
|
|
|
(Dollars in thousands)
|
|
2014
|
|
2013
|
|
Percent Change
|
||||
Net Sales
|
|
$
|
610,911
|
|
|
$
|
537,482
|
|
|
13.7%
|
(Dollars in thousands)
|
|
2014
|
|
2013
|
|
Percent Change
|
||
Gross Margin
|
|
234,753
|
|
|
188,537
|
|
|
24.5%
|
Percentage of sales
|
|
38.4
|
%
|
|
35.1
|
%
|
|
|
(Dollars in thousands)
|
|
2014
|
|
2013
|
|
Percent Change
|
||||
Selling, general and administrative expenses
|
|
$
|
125,244
|
|
|
$
|
106,398
|
|
|
17.7%
|
Percentage of sales
|
|
20.5
|
%
|
|
19.8
|
%
|
|
|
(Dollars in thousands)
|
|
2014
|
|
2013
|
|
Percent Change
|
||||
Research and development expense
|
|
$
|
22,878
|
|
|
$
|
21,646
|
|
|
5.7%
|
Percentage of sales
|
|
3.7
|
%
|
|
4.0
|
%
|
|
|
(Dollars in thousands)
|
|
2014
|
|
2013
|
|
Percent Change
|
||||
Equity income in unconsolidated joint ventures
|
|
$
|
4,123
|
|
|
$
|
4,326
|
|
|
(4.7)%
|
(Dollars in thousands)
|
|
2014
|
|
2013
|
|
Percent Change
|
||||
Interest income (expense), net
|
|
$
|
(2,946
|
)
|
|
$
|
(3,481
|
)
|
|
(15.4)%
|
(Dollars in thousands)
|
|
2014
|
|
2013
|
|
Percent Change
|
||||
Other income (expense), net
|
|
$
|
(1,194
|
)
|
|
$
|
(1,240
|
)
|
|
(3.7)%
|
(Dollars in thousands)
|
|
2014
|
|
2013
|
|
Percent Change
|
|||||
Income tax expense
|
|
$
|
27,812
|
|
|
$
|
11,519
|
|
|
141.4
|
%
|
Effective tax rate
|
|
34.2
|
%
|
|
23.2
|
%
|
|
|
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
267.6
|
|
|
$
|
240.9
|
|
|
$
|
184.9
|
|
Operating income
|
$
|
45.1
|
|
|
$
|
44.0
|
|
|
$
|
19.1
|
|
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
180.9
|
|
|
$
|
173.7
|
|
|
$
|
168.1
|
|
Operating income
|
$
|
20.0
|
|
|
$
|
23.3
|
|
|
$
|
22.6
|
|
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
150.3
|
|
|
$
|
171.8
|
|
|
$
|
160.7
|
|
Operating income
|
$
|
3.8
|
|
|
$
|
5.7
|
|
|
$
|
1.3
|
|
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
42.6
|
|
|
$
|
24.5
|
|
|
$
|
23.7
|
|
Operating income
|
$
|
7.4
|
|
|
$
|
8.2
|
|
|
$
|
7.1
|
|
(Dollars in thousands
)
|
|
|
|
||||
Key Balance Sheet Accounts:
|
December 31, 2015
|
|
December 31, 2014
|
||||
Cash and cash equivalents
|
$
|
204,586
|
|
|
$
|
237,375
|
|
Accounts receivable, net
|
$
|
101,428
|
|
|
$
|
99,065
|
|
Inventories
|
$
|
91,824
|
|
|
$
|
76,806
|
|
Outstanding borrowings on credit facilities
|
$
|
178,626
|
|
|
$
|
60,000
|
|
(Dollars in thousands
)
|
For the year ended
|
||||||
Key Cash Flow Measures:
|
December 31, 2015
|
|
December 31, 2014
|
||||
Cash provided by operating activities
|
$
|
73,922
|
|
|
$
|
85,207
|
|
Cash used in investing activities
|
$
|
(180,297
|
)
|
|
$
|
(28,520
|
)
|
Cash provided by financing activities
|
$
|
83,027
|
|
|
$
|
1,867
|
|
(Dollars in thousands)
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
U.S.
|
$
|
37,263
|
|
|
$
|
96,721
|
|
|
$
|
40,058
|
|
Europe
|
66,295
|
|
|
71,802
|
|
|
93,764
|
|
|||
Asia
|
101,028
|
|
|
68,852
|
|
|
58,062
|
|
|||
Total cash and cash equivalents
|
$
|
204,586
|
|
|
$
|
237,375
|
|
|
$
|
191,884
|
|
◦
|
Goodwill increased $77.2 million or 78.6% from $98.2 million at December 31, 2014 to $175.4 million at December 31, 2015. This increase is primarily due to the acquisition of Arlon. There have been no impairments of goodwill during the year ended December 31, 2015.
|
◦
|
Other intangible assets increased $36.7 million or 95.8% from $38.3 million at December 31, 2014 to $75.0 million at December 31, 2015. This increase is primarily due to the acquisition of Arlon. There have been no impairments of Other intangible assets during the year ended December 31, 2015.
|
◦
|
Overall, our debt position increased by $118.6 million from $60.0 million at
December 31, 2014
to $178.6 million at
December 31, 2015
due to additional borrowings made to finance the acquisition of Arlon.
|
◦
|
Property, plant and equipment increased by $28.2 million or 18.8% from $150.4 million at December 31, 2014 to $178.6 million at December 31, 2015. The increase was primarily due to the acquisition of Arlon, which increased property, plant and equipment by $28.7 million. Contributing to the increase was capital expenditures of $24.8 million, which was substantially offset by depreciation expense of $20.1 million.
|
Year
|
|
Payments Due
|
|
|
2016
|
|
|
$3.4
|
million
|
2017
|
|
|
$4.1
|
million
|
2018
|
|
|
$4.8
|
million
|
2019
|
|
|
$5.5
|
million
|
2020
|
|
|
$160.8
|
million
|
(Dollars in thousands)
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Operating leases
|
$
|
10,221
|
|
|
$
|
2,981
|
|
|
$
|
3,764
|
|
|
$
|
1,664
|
|
|
$
|
1,812
|
|
Capital lease
|
5,833
|
|
|
284
|
|
|
568
|
|
|
568
|
|
|
4,413
|
|
|||||
Interest payments on capital lease
|
2,058
|
|
|
383
|
|
|
766
|
|
|
766
|
|
|
143
|
|
|||||
Inventory purchase obligation
|
868
|
|
|
868
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital commitments
|
3,691
|
|
|
3,691
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Outstanding borrowings on credit facilities
|
178,626
|
|
|
3,438
|
|
|
8,938
|
|
|
166,250
|
|
|
—
|
|
|||||
Retiree health and life insurance benefits
|
3,005
|
|
|
537
|
|
|
784
|
|
|
528
|
|
|
1,156
|
|
|||||
Pension obligation funding
|
362
|
|
|
287
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on outstanding borrowings (1)
|
19,971
|
|
|
3,674
|
|
|
8,913
|
|
|
7,384
|
|
|
—
|
|
|||||
Total
|
$
|
224,635
|
|
|
$
|
16,143
|
|
|
$
|
23,808
|
|
|
$
|
177,160
|
|
|
$
|
7,524
|
|
(1)
|
Estimated future interest payments are based on (1) rates that range from 1.375% to 1.75%, which take into consideration projected forward 1 Month LIBOR and (2) a leverage-based spread.
|
•
|
Stock Options
|
•
|
Performance-Based Restricted Stock
|
•
|
Time-Based Restricted Stock
|
•
|
Deferred Stock Units
|
•
|
Foreign Currency Risk
|
•
|
Interest Rate Risk
|
•
|
Commodity Risk
|
-
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
-
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
-
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
/s/ PricewaterhouseCoopers LLP
|
|
|
|
Hartford, Connecticut
|
|
February 23, 2016
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
641,443
|
|
|
$
|
610,911
|
|
|
$
|
537,482
|
|
Cost of sales
|
406,081
|
|
|
376,158
|
|
|
348,945
|
|
|||
Gross margin
|
235,362
|
|
|
234,753
|
|
|
188,537
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
131,463
|
|
|
125,244
|
|
|
106,398
|
|
|||
Research and development expenses
|
27,644
|
|
|
22,878
|
|
|
21,646
|
|
|||
Restructuring and impairment charges
|
—
|
|
|
5,390
|
|
|
10,376
|
|
|||
Operating income
|
76,255
|
|
|
81,241
|
|
|
50,117
|
|
|||
|
|
|
|
|
|
||||||
Equity income in unconsolidated joint ventures
|
2,890
|
|
|
4,123
|
|
|
4,326
|
|
|||
Interest income (expense), net
|
(4,480
|
)
|
|
(2,946
|
)
|
|
(3,481
|
)
|
|||
Other income (expense), net
|
(8,492
|
)
|
|
(1,194
|
)
|
|
(1,240
|
)
|
|||
Income before income taxes
|
66,173
|
|
|
81,224
|
|
|
49,722
|
|
|||
|
|
|
|
|
|
||||||
Income tax expense
|
19,853
|
|
|
27,812
|
|
|
11,519
|
|
|||
Income from continuing operations
|
46,320
|
|
|
53,412
|
|
|
38,203
|
|
|||
|
|
|
|
|
|
||||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
102
|
|
|||
Net income
|
$
|
46,320
|
|
|
$
|
53,412
|
|
|
$
|
38,305
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
2.52
|
|
|
$
|
2.94
|
|
|
$
|
2.22
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income
|
$
|
2.52
|
|
|
$
|
2.94
|
|
|
$
|
2.23
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
2.48
|
|
|
$
|
2.86
|
|
|
$
|
2.15
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income
|
$
|
2.48
|
|
|
$
|
2.86
|
|
|
$
|
2.16
|
|
|
|
|
|
|
|
||||||
Shares used in computing:
|
|
|
|
|
|
|
|||||
Basic earnings per share
|
18,371
|
|
|
18,177
|
|
|
17,198
|
|
|||
Diluted earnings per share
|
18,680
|
|
|
18,698
|
|
|
17,768
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income from continuing operations, net of tax
|
$
|
46,320
|
|
|
$
|
53,412
|
|
|
$
|
38,203
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(27,172
|
)
|
|
(36,949
|
)
|
|
10,171
|
|
|||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivative instruments held at year end (net of taxes of $5 in 2015, $50 in 2014 and $110 in 2013)
|
(2
|
)
|
|
(93
|
)
|
|
(210
|
)
|
|||
Unrealized gain (loss) reclassified into earnings
|
84
|
|
|
209
|
|
|
236
|
|
|||
Accumulated other comprehensive income (loss) pension and post-retirement benefits:
|
|
|
|
|
|
||||||
Actuarial net gain (loss) incurred in fiscal year
|
2,760
|
|
|
(20,715
|
)
|
|
32,749
|
|
|||
Amortization of gain (loss)
|
966
|
|
|
3,904
|
|
|
2,482
|
|
|||
Amortization of prior service credit (cost)
|
—
|
|
|
—
|
|
|
930
|
|
|||
Other comprehensive income (loss)
|
(23,364
|
)
|
|
(53,644
|
)
|
|
46,358
|
|
|||
Comprehensive income (loss) from continuing operations
|
22,956
|
|
|
(232
|
)
|
|
84,561
|
|
|||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
102
|
|
|||
Comprehensive income (loss)
|
$
|
22,956
|
|
|
$
|
(232
|
)
|
|
$
|
84,663
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
204,586
|
|
|
$
|
237,375
|
|
Accounts receivable, less allowance for doubtful accounts of $695 and $476
|
101,428
|
|
|
99,065
|
|
||
Inventories
|
91,824
|
|
|
76,806
|
|
||
Prepaid income taxes
|
5,058
|
|
|
4,586
|
|
||
Deferred income taxes
|
9,565
|
|
|
6,467
|
|
||
Asbestos-related insurance receivables
|
8,245
|
|
|
6,827
|
|
||
Other current assets
|
8,431
|
|
|
7,048
|
|
||
Total current assets
|
429,137
|
|
|
438,174
|
|
||
|
|
|
|
||||
Property, plant and equipment, net of accumulated depreciation
|
178,661
|
|
|
150,420
|
|
||
Investments in unconsolidated joint ventures
|
15,348
|
|
|
17,214
|
|
||
Deferred income taxes
|
8,594
|
|
|
44,051
|
|
||
Goodwill
|
175,453
|
|
|
98,227
|
|
||
Other intangible assets
|
75,019
|
|
|
38,340
|
|
||
Asbestos-related insurance receivables
|
45,114
|
|
|
46,186
|
|
||
Other long-term assets
|
5,132
|
|
|
7,823
|
|
||
Total assets
|
$
|
932,458
|
|
|
$
|
840,435
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
19,851
|
|
|
$
|
20,020
|
|
Accrued employee benefits and compensation
|
23,263
|
|
|
33,983
|
|
||
Accrued income taxes payable
|
3,599
|
|
|
6,103
|
|
||
Current portion of lease obligation
|
284
|
|
|
747
|
|
||
Current portion of long term debt
|
3,438
|
|
|
35,000
|
|
||
Asbestos-related liabilities
|
8,245
|
|
|
6,827
|
|
||
Other accrued liabilities
|
20,440
|
|
|
17,765
|
|
||
Total current liabilities
|
79,120
|
|
|
120,445
|
|
||
|
|
|
|
||||
Long term debt
|
175,188
|
|
|
25,000
|
|
||
Long term lease obligation
|
5,549
|
|
|
6,042
|
|
||
Pension liability
|
12,623
|
|
|
17,652
|
|
||
Retiree health care and life insurance benefits
|
2,185
|
|
|
8,768
|
|
||
Asbestos-related liabilities
|
48,390
|
|
|
49,718
|
|
||
Non-current income tax
|
11,863
|
|
|
10,544
|
|
||
Deferred income taxes
|
9,455
|
|
|
14,647
|
|
||
Other long-term liabilities
|
3,503
|
|
|
338
|
|
||
Commitments and Contingencies (Note 15)
|
|
|
|
|
|
||
Shareholders’ Equity
|
|
|
|
|
|
||
Capital Stock - $1 par value; 50,000 authorized shares; 17,957 and 18,404 shares outstanding
|
17,957
|
|
|
18,404
|
|
||
Additional paid-in capital
|
112,017
|
|
|
137,225
|
|
||
Retained earnings
|
543,066
|
|
|
496,746
|
|
||
Accumulated other comprehensive loss
|
(88,458
|
)
|
|
(65,094
|
)
|
||
Total shareholders' equity
|
584,582
|
|
|
587,281
|
|
||
Total liabilities and shareholders' equity
|
$
|
932,458
|
|
|
$
|
840,435
|
|
|
Capital Stock/Capital Shares
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Shareholders’ Equity
|
||||||||||
Balance at December 31, 2012
|
$
|
16,904
|
|
|
$
|
74,272
|
|
|
$
|
405,029
|
|
|
$
|
(57,808
|
)
|
|
$
|
438,397
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
38,305
|
|
|
—
|
|
|
38,305
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
46,358
|
|
|
46,358
|
|
|||||
Stock options exercised
|
859
|
|
|
31,567
|
|
|
—
|
|
|
—
|
|
|
32,426
|
|
|||||
Stock issued to directors
|
15
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares issued for employees stock purchase plan
|
24
|
|
|
710
|
|
|
—
|
|
|
—
|
|
|
734
|
|
|||||
Shares issued for restricted stock
|
53
|
|
|
(1,350
|
)
|
|
—
|
|
|
—
|
|
|
(1,297
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
5,393
|
|
|
—
|
|
|
—
|
|
|
5,393
|
|
|||||
Balance at December 31, 2013
|
17,855
|
|
|
110,577
|
|
|
443,334
|
|
|
(11,450
|
)
|
|
560,316
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
53,412
|
|
|
—
|
|
|
53,412
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,644
|
)
|
|
(53,644
|
)
|
|||||
Stock options exercised
|
465
|
|
|
20,048
|
|
|
—
|
|
|
—
|
|
|
20,513
|
|
|||||
Stock issued to directors
|
16
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares issued for employees stock purchase plan
|
16
|
|
|
677
|
|
|
—
|
|
|
—
|
|
|
693
|
|
|||||
Shares issued for restricted stock
|
52
|
|
|
(1,594
|
)
|
|
—
|
|
|
—
|
|
|
(1,542
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
7,533
|
|
|
—
|
|
|
—
|
|
|
7,533
|
|
|||||
Balance at December 31, 2014
|
18,404
|
|
|
137,225
|
|
|
496,746
|
|
|
(65,094
|
)
|
|
587,281
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
46,320
|
|
|
—
|
|
|
46,320
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,364
|
)
|
|
(23,364
|
)
|
|||||
Stock options exercised
|
175
|
|
|
6,792
|
|
|
—
|
|
|
—
|
|
|
6,967
|
|
|||||
Stock issued to directors
|
16
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares issued for employees stock purchase plan
|
13
|
|
|
714
|
|
|
—
|
|
|
—
|
|
|
727
|
|
|||||
Shares issued for restricted stock
|
77
|
|
|
(2,817
|
)
|
|
—
|
|
|
—
|
|
|
(2,740
|
)
|
|||||
Shares repurchased
|
(728
|
)
|
|
(39,265
|
)
|
|
—
|
|
|
—
|
|
|
(39,993
|
)
|
|||||
Tax shortfalls on share-based compensation
|
—
|
|
|
(259
|
)
|
|
—
|
|
|
—
|
|
|
(259
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
9,643
|
|
|
—
|
|
|
—
|
|
|
9,643
|
|
|||||
Balance at December 31, 2015
|
$
|
17,957
|
|
|
$
|
112,017
|
|
|
$
|
543,066
|
|
|
$
|
(88,458
|
)
|
|
$
|
584,582
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
46,320
|
|
|
$
|
53,412
|
|
|
$
|
38,305
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
(102
|
)
|
|||
Adjustments to reconcile net income to cash from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
34,054
|
|
|
26,268
|
|
|
26,351
|
|
|||
Stock-based compensation expense
|
9,643
|
|
|
7,533
|
|
|
5,393
|
|
|||
Deferred income taxes
|
3,668
|
|
|
8,435
|
|
|
5,927
|
|
|||
Equity in income of unconsolidated joint ventures
|
(2,890
|
)
|
|
(4,123
|
)
|
|
(4,326
|
)
|
|||
Dividends received from unconsolidated joint ventures
|
3,463
|
|
|
3,849
|
|
|
5,162
|
|
|||
Pension and postretirement benefits
|
(1,512
|
)
|
|
1,976
|
|
|
5,118
|
|
|||
Loss from the disposal of property, plant and equipment
|
295
|
|
|
(69
|
)
|
|
(7
|
)
|
|||
Impairment of assets/investments
|
150
|
|
|
—
|
|
|
4,620
|
|
|||
Loss on disposition of a business
|
4,819
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities excluding effects of acquisition and disposition of businesses:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
10,056
|
|
|
(10,188
|
)
|
|
(2,727
|
)
|
|||
Inventories
|
(10,608
|
)
|
|
(6,054
|
)
|
|
6,351
|
|
|||
Pension contribution
|
(7,737
|
)
|
|
(14,645
|
)
|
|
(13,751
|
)
|
|||
Other current assets
|
(1,278
|
)
|
|
1,063
|
|
|
639
|
|
|||
Accounts payable and other accrued expenses
|
(17,632
|
)
|
|
16,638
|
|
|
9,020
|
|
|||
Other, net
|
3,111
|
|
|
1,112
|
|
|
(8,806
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
73,922
|
|
|
85,207
|
|
|
77,167
|
|
|||
Net cash provided by operating activities of discontinued operations
|
—
|
|
|
—
|
|
|
848
|
|
|||
Net cash provided by operating activities
|
73,922
|
|
|
85,207
|
|
|
78,015
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(24,837
|
)
|
|
(28,755
|
)
|
|
(16,859
|
)
|
|||
Proceeds from life insurance
|
2,682
|
|
|
—
|
|
|
—
|
|
|||
Loss from the sale of property, plant and equipment, net
|
—
|
|
|
69
|
|
|
7
|
|
|||
Other investing activities
|
(1,000
|
)
|
|
166
|
|
|
(127
|
)
|
|||
Proceeds from the sale of a business
|
1,265
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of business, net of cash received
|
(158,407
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(180,297
|
)
|
|
(28,520
|
)
|
|
(16,979
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
||||
Proceeds from long term borrowings
|
125,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of debt principal and long term lease obligation
|
(6,641
|
)
|
|
(17,797
|
)
|
|
(21,206
|
)
|
|||
Debt issuance costs
|
(293
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchases of capital stock
|
(39,993
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of capital stock, net
|
6,967
|
|
|
20,513
|
|
|
32,426
|
|
|||
Issuance of restricted stock
|
(2,740
|
)
|
|
(1,542
|
)
|
|
(1,297
|
)
|
|||
Proceeds from issuance of shares to employee stock purchase plan
|
727
|
|
|
693
|
|
|
734
|
|
|||
Net cash provided by financing activities
|
83,027
|
|
|
1,867
|
|
|
10,657
|
|
|||
Effect of exchange rate fluctuations on cash
|
(9,441
|
)
|
|
(13,063
|
)
|
|
5,328
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(32,789
|
)
|
|
45,491
|
|
|
77,021
|
|
|||
Cash and cash equivalents at beginning of year
|
237,375
|
|
|
191,884
|
|
|
114,863
|
|
|||
Cash and cash equivalents at end of year
|
$
|
204,586
|
|
|
$
|
237,375
|
|
|
$
|
191,884
|
|
•
|
Advanced Connectivity Solutions
|
•
|
Elastomeric Material Solutions
|
•
|
Power Electronics Solutions
|
•
|
Other
|
(Dollars in thousands, except per share amounts)
|
|
As Originally Reported under LIFO
|
|
As Adjusted under FIFO
|
|
Effect of Change
|
||||||
2013
|
|
|
|
|
|
|
||||||
Cost of Sales
|
|
$
|
349,782
|
|
|
$
|
348,945
|
|
|
$
|
(837
|
)
|
Income from continuing operations
|
|
$
|
37,659
|
|
|
$
|
38,203
|
|
|
$
|
544
|
|
Net income
|
|
$
|
37,761
|
|
|
$
|
38,305
|
|
|
$
|
544
|
|
Basic earnings per share
|
|
$
|
2.20
|
|
|
$
|
2.23
|
|
|
$
|
0.03
|
|
Diluted earnings per share
|
|
$
|
2.13
|
|
|
$
|
2.16
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
|
||||||
Cost of Sales
|
|
$
|
376,972
|
|
|
$
|
376,158
|
|
|
$
|
(814
|
)
|
Income from continuing operations
|
|
$
|
52,883
|
|
|
$
|
53,412
|
|
|
$
|
529
|
|
Net income
|
|
$
|
52,883
|
|
|
$
|
53,412
|
|
|
$
|
529
|
|
Basic earnings per share
|
|
$
|
2.91
|
|
|
$
|
2.94
|
|
|
$
|
0.03
|
|
Diluted earnings per share
|
|
$
|
2.83
|
|
|
$
|
2.86
|
|
|
$
|
0.03
|
|
|
Years
|
Buildings and improvements
|
30-40
|
Machinery and equipment
|
5-15
|
Office equipment
|
3-10
|
(In thousands, except per share amounts)
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
46,320
|
|
|
$
|
53,412
|
|
|
$
|
38,203
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding - basic
|
18,371
|
|
|
18,177
|
|
|
17,198
|
|
|||
Effect of dilutive shares
|
309
|
|
|
521
|
|
|
570
|
|
|||
Weighted-average shares outstanding - diluted
|
18,680
|
|
|
18,698
|
|
|
17,768
|
|
|||
Basic income from continuing operations per share:
|
$
|
2.52
|
|
|
$
|
2.94
|
|
|
$
|
2.22
|
|
Diluted income from continuing operations per share:
|
$
|
2.48
|
|
|
$
|
2.86
|
|
|
$
|
2.15
|
|
•
|
Level 1 – Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
(Dollars in thousands)
|
Carrying amount as of
December 31, 2015 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Foreign currency contracts
|
$
|
(78
|
)
|
|
$
|
—
|
|
|
$
|
(78
|
)
|
|
$
|
—
|
|
Copper derivative contracts
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
193
|
|
|
$
|
—
|
|
Interest rate swap
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
(Dollars in thousands)
|
Carrying amount as of
December 31, 2014 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Foreign currency contracts
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
Copper derivative contracts
|
$
|
355
|
|
|
$
|
—
|
|
|
$
|
355
|
|
|
$
|
—
|
|
Interest rate swap
|
$
|
(144
|
)
|
|
$
|
—
|
|
|
$
|
(144
|
)
|
|
$
|
—
|
|
(Dollars in thousands)
|
Carrying amount as of December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
BrightVolt investment
|
$
|
341
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
341
|
|
(Dollars in thousands)
|
|
The Effect of Current Derivative Instruments on the Financial Statements for the year ended December 31, 2015
|
|
Fair Values of Derivative Instruments as of December 31, 2015
|
||||||
Foreign Exchange Contracts
|
|
Location of gain (loss)
|
|
Amount of
gain (loss) |
|
Other Assets
(Liabilities) |
||||
Contracts not designated as hedging instruments
|
|
Other income (expense), net
|
|
$
|
(78
|
)
|
|
$
|
(78
|
)
|
Copper Derivative Instruments
|
|
|
|
|
|
|
|
|
||
Contracts not designated as hedging instruments
|
|
Other income (expense), net
|
|
(666
|
)
|
|
193
|
|
||
Interest Rate Swap Instrument
|
|
|
|
|
|
|
||||
Contracts designated as hedging instruments
|
|
Other comprehensive income (loss)
|
|
126
|
|
|
(18
|
)
|
(Dollars in thousands)
|
|
The Effect of Current Derivative Instruments on the Financial Statements for the year ended December 31, 2014
|
|
Fair Values of Derivative Instruments as of December 31, 2014
|
||||||
Foreign Exchange Contracts |
|
Location of gain (loss)
|
|
Amount of
gain (loss) |
|
Other Assets
(Liabilities) |
||||
Contracts not designated as hedging instruments
|
|
Other income (expense), net
|
|
$
|
(18
|
)
|
|
$
|
(18
|
)
|
Copper Derivative Instruments
|
|
|
|
|
|
|
|
|
||
Contracts not designated as hedging instruments
|
|
Other income (expense), net
|
|
(605
|
)
|
|
355
|
|
||
Interest Rate Swap Instrument
|
|
|
|
|
|
|
|
|
||
Contracts designated as hedging instruments
|
|
Other comprehensive income (loss)
|
|
152
|
|
|
(144
|
)
|
(Dollars in thousands)
|
Foreign currency translation adjustments
|
|
Funded status of pension plans and other postretirement benefits (1)
|
|
Unrealized gain (loss) on derivative instruments (2)
|
|
Total
|
||||||||
Beginning Balance December 31, 2014
|
$
|
(14,193
|
)
|
|
$
|
(50,808
|
)
|
|
$
|
(93
|
)
|
|
$
|
(65,094
|
)
|
Other comprehensive income before reclassifications
|
(27,172
|
)
|
|
—
|
|
|
(2
|
)
|
|
(27,174
|
)
|
||||
Actuarial net gain (loss) incurred in the fiscal year
|
—
|
|
|
2,760
|
|
|
—
|
|
|
2,760
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
966
|
|
|
84
|
|
|
1,050
|
|
||||
Net current-period other comprehensive income
|
(27,172
|
)
|
|
3,726
|
|
|
82
|
|
|
(23,364
|
)
|
||||
Ending Balance December 31, 2015
|
$
|
(41,365
|
)
|
|
$
|
(47,082
|
)
|
|
$
|
(11
|
)
|
|
$
|
(88,458
|
)
|
(Dollars in thousands)
|
Foreign currency translation adjustments
|
|
Funded status of pension plans and other postretirement benefits (3)
|
|
Unrealized gain (loss) on derivative instruments (4)
|
|
Total
|
||||||||
Beginning Balance December 31, 2013
|
$
|
22,756
|
|
|
$
|
(33,997
|
)
|
|
$
|
(209
|
)
|
|
$
|
(11,450
|
)
|
Other comprehensive income before reclassifications
|
(36,949
|
)
|
|
—
|
|
|
(93
|
)
|
|
(37,042
|
)
|
||||
Actuarial net gain (loss) incurred in the fiscal year
|
—
|
|
|
(20,715
|
)
|
|
—
|
|
|
(20,715
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
3,904
|
|
|
209
|
|
|
4,113
|
|
||||
Net current-period other comprehensive income
|
(36,949
|
)
|
|
(16,811
|
)
|
|
116
|
|
|
(53,644
|
)
|
||||
Ending Balance December 31, 2014
|
$
|
(14,193
|
)
|
|
$
|
(50,808
|
)
|
|
$
|
(93
|
)
|
|
$
|
(65,094
|
)
|
|
|
|
|||
Details about accumulated other comprehensive income components
|
Amounts reclassified from accumulated other comprehensive income (loss) for the period ended December 31, 2015
|
Affected line item in the statement where net income is presented
|
|||
Unrealized gains and losses on derivative instruments:
|
|
|
|
||
|
$
|
129
|
|
|
Other income (expense), net
|
|
(45
|
)
|
|
Tax benefit (expense)
|
|
|
$
|
84
|
|
|
Net of tax
|
Amortization of defined benefit pension and other post-retirement benefit items:
|
|
|
|
||
Actuarial losses
|
$
|
1,486
|
|
|
Total before tax (5)
|
|
(520
|
)
|
|
Tax benefit (expense)
|
|
|
$
|
966
|
|
|
Net of tax
|
|
|
|
|||
Details about accumulated other comprehensive income components
|
Amounts reclassified from accumulated other comprehensive income (loss) for the period ended December 31, 2014
|
Affected line item in the statement where net income is presented
|
|||
Unrealized gains and losses on derivative instruments:
|
|
|
|
||
|
$
|
321
|
|
|
Realized gain (loss)
|
|
(112
|
)
|
|
Tax benefit (expense)
|
|
|
$
|
209
|
|
|
Net of tax
|
Amortization of defined benefit pension and other post-retirement benefit items:
|
|
|
|
||
Actuarial losses
|
$
|
6,006
|
|
|
(6) Total before tax
|
|
(2,102
|
)
|
|
Tax benefit (expense)
|
|
|
$
|
3,904
|
|
|
Net of tax
|
(Dollars in thousands)
|
January 22, 2015
|
||
Assets:
|
|
||
Cash
|
$
|
142
|
|
Accounts receivable
|
17,301
|
|
|
Other current assets
|
856
|
|
|
Inventory
|
9,916
|
|
|
Deferred income tax assets, current
|
1,084
|
|
|
Property, plant & equipment
|
30,667
|
|
|
Intangible assets
|
50,020
|
|
|
Goodwill
|
85,803
|
|
|
Other long-term assets
|
106
|
|
|
Total assets
|
195,895
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
Accounts payable
|
4,958
|
|
|
Other current liabilities
|
4,385
|
|
|
Deferred tax liability
|
23,463
|
|
|
Other long-term liabilities
|
4,540
|
|
|
Total liabilities
|
37,346
|
|
|
|
|
|
|
Fair value of net assets acquired
|
$
|
158,549
|
|
|
December 31, 2014
|
|||||
(Dollars in thousands)
|
Year ended
|
Quarter ended
|
||||
Net sales
|
$
|
714,303
|
|
$
|
173,633
|
|
Net income
|
$
|
63,751
|
|
$
|
8,814
|
|
(Dollars in thousands)
|
December 31,
2015 |
|
December 31,
2014 |
||||
Land
|
$
|
16,726
|
|
|
$
|
14,045
|
|
Buildings and improvements
|
141,082
|
|
|
132,105
|
|
||
Machinery and equipment
|
191,459
|
|
|
165,979
|
|
||
Office equipment
|
42,696
|
|
|
36,810
|
|
||
|
391,963
|
|
|
348,939
|
|
||
Accumulated depreciation
|
(237,150
|
)
|
|
(225,092
|
)
|
||
Property, plant and equipment, net
|
154,813
|
|
|
123,847
|
|
||
Equipment in process
|
23,848
|
|
|
26,573
|
|
||
Total property, plant and equipment, net
|
$
|
178,661
|
|
|
$
|
150,420
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(Dollars in thousands)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Trademarks and patents
|
$
|
2,543
|
|
|
$
|
718
|
|
|
$
|
1,825
|
|
|
$
|
1,046
|
|
|
$
|
364
|
|
|
$
|
682
|
|
Technology
|
47,724
|
|
|
19,681
|
|
|
28,043
|
|
|
33,942
|
|
|
15,958
|
|
|
17,984
|
|
||||||
Covenant-not-to-compete
|
943
|
|
|
943
|
|
|
—
|
|
|
1,016
|
|
|
823
|
|
|
193
|
|
||||||
Customer relationships
|
49,948
|
|
|
9,100
|
|
|
40,848
|
|
|
19,123
|
|
|
4,406
|
|
|
14,717
|
|
||||||
Total definite lived intangible assets
|
101,158
|
|
|
30,442
|
|
|
70,716
|
|
|
55,127
|
|
|
21,551
|
|
|
33,576
|
|
||||||
Indefinite lived intangible assets
|
4,303
|
|
|
—
|
|
|
4,303
|
|
|
4,764
|
|
|
—
|
|
|
4,764
|
|
||||||
Total intangible assets
|
$
|
105,461
|
|
|
$
|
30,442
|
|
|
$
|
75,019
|
|
|
$
|
59,891
|
|
|
$
|
21,551
|
|
|
$
|
38,340
|
|
Intangible Asset Class
|
|
Weighted Average Amortization Period
|
Trademarks and patents
|
|
3.7
|
Technology
|
|
4.1
|
Customer relationships
|
|
5.5
|
Total other intangible assets
|
|
4.9
|
(Dollars in thousands)
|
Elastomeric Material Solutions
|
|
Advanced Connectivity Solutions
|
|
Power Electronics Solutions
|
|
Other
|
|
Total
|
||||||||||
December 31, 2014
|
$
|
23,565
|
|
|
$
|
—
|
|
|
$
|
72,438
|
|
|
$
|
2,224
|
|
|
$
|
98,227
|
|
Arlon acquisition
|
33,872
|
|
|
51,931
|
|
|
—
|
|
|
—
|
|
|
85,803
|
|
|||||
Foreign currency translation adjustment
|
(1,168
|
)
|
|
—
|
|
|
(7,409
|
)
|
|
—
|
|
|
(8,577
|
)
|
|||||
December 31, 2015
|
$
|
56,269
|
|
|
$
|
51,931
|
|
|
$
|
65,029
|
|
|
$
|
2,224
|
|
|
$
|
175,453
|
|
Joint Venture
|
Location
|
Reportable Segment
|
Fiscal Year-End
|
Rogers INOAC Corporation (RIC)
|
Japan
|
Elastomeric Material Solutions
|
October 31
|
Rogers INOAC Suzhou Corporation (RIS)
|
China
|
Elastomeric Material Solutions
|
December 31
|
(Dollars in thousands)
|
December 31, 2015
|
|
December 31, 2014
|
||||
Current assets
|
$
|
28,239
|
|
|
$
|
31,155
|
|
Noncurrent assets
|
$
|
7,207
|
|
|
$
|
9,427
|
|
Current liabilities
|
$
|
4,608
|
|
|
$
|
6,473
|
|
Shareholders' equity
|
$
|
30,838
|
|
|
$
|
34,109
|
|
|
For the years ended
|
||||||||||
(Dollars in thousands)
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2013 |
||||||
Net sales
|
$
|
43,438
|
|
|
$
|
48,259
|
|
|
$
|
52,982
|
|
Gross profit
|
$
|
11,993
|
|
|
$
|
14,277
|
|
|
$
|
15,214
|
|
Net income
|
$
|
5,753
|
|
|
$
|
8,246
|
|
|
$
|
8,652
|
|
(Dollars in thousands)
|
Pension Benefits
|
|
Retirement Health and Life Insurance Benefits
|
||||||||||
Change in benefit obligation:
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
187,882
|
|
$
|
174,325
|
|
|
$
|
9,839
|
|
$
|
10,824
|
|
Addition of Bear Plan
|
4,169
|
|
—
|
|
|
—
|
|
—
|
|
||||
Service cost
|
—
|
|
—
|
|
|
411
|
|
556
|
|
||||
Interest cost
|
7,523
|
|
8,015
|
|
|
216
|
|
305
|
|
||||
Actuarial (gain) loss
|
(8,674
|
)
|
34,006
|
|
|
(1,362
|
)
|
(1,071
|
)
|
||||
Benefit payments
|
(8,541
|
)
|
(24,934
|
)
|
|
(766
|
)
|
(775
|
)
|
||||
Plan Amendment
|
—
|
|
—
|
|
|
(5,616
|
)
|
—
|
|
||||
Special termination benefit
|
—
|
|
(3,530
|
)
|
|
—
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
182,359
|
|
$
|
187,882
|
|
|
$
|
2,722
|
|
$
|
9,839
|
|
Change in plan assets:
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
|
|
|
|
|
|
||||||||
Fair value of plan assets at the beginning of the year
|
$
|
170,600
|
|
$
|
171,218
|
|
|
$
|
—
|
|
$
|
—
|
|
Addition of Bear Plan
|
2,171
|
|
—
|
|
|
—
|
|
—
|
|
||||
Actual return on plan assets
|
(194
|
)
|
10,445
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
6,971
|
|
13,871
|
|
|
766
|
|
775
|
|
||||
Benefit payments
|
(8,541
|
)
|
(24,934
|
)
|
|
(766
|
)
|
(775
|
)
|
||||
Fair value of plan assets at the end of the year
|
171,007
|
|
170,600
|
|
|
—
|
|
—
|
|
||||
Funded status
|
$
|
(11,352
|
)
|
$
|
(17,282
|
)
|
|
$
|
(2,722
|
)
|
$
|
(9,839
|
)
|
(Dollars in thousands)
|
Pension Benefits
|
|
Retirement Health and Life Insurance Benefits
|
||||||||||
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
Noncurrent assets
|
$
|
1,273
|
|
$
|
404
|
|
|
$
|
—
|
|
$
|
—
|
|
Current liabilities
|
(1
|
)
|
(34
|
)
|
|
(537
|
)
|
(1,071
|
)
|
||||
Noncurrent liabilities
|
(12,624
|
)
|
(17,652
|
)
|
|
(2,185
|
)
|
(8,768
|
)
|
||||
Net amount recognized at end of year
|
$
|
(11,352
|
)
|
$
|
(17,282
|
)
|
|
$
|
(2,722
|
)
|
$
|
(9,839
|
)
|
(Dollars in thousands)
|
Pension Benefits
|
|
Retirement Health and Life Insurance Benefits
|
|
Pension Benefits
|
|
Retirement Health and Life Insurance Benefits
|
||||||
|
2015
|
|
2015
|
|
2014
|
|
2014
|
||||||
Net actuarial (loss) gain
|
$
|
(62,972
|
)
|
|
$
|
643
|
|
|
(62,053
|
)
|
|
(707
|
)
|
Prior service benefit
|
—
|
|
|
5,368
|
|
|
—
|
|
|
—
|
|
||
Net amount recognized at end of year
|
$
|
(62,972
|
)
|
|
$
|
6,011
|
|
|
(62,053
|
)
|
|
(707
|
)
|
(Dollars in thousands)
|
Pension Benefits
|
|
Postretirement Health and Life Insurance Benefits
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,473
|
|
|
$
|
411
|
|
|
$
|
556
|
|
|
$
|
627
|
|
Interest cost
|
7,523
|
|
|
8,015
|
|
|
7,753
|
|
|
216
|
|
|
305
|
|
|
262
|
|
||||||
Expected return of plan assets
|
(11,148
|
)
|
|
(12,909
|
)
|
|
(11,247
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
124
|
|
|
(248
|
)
|
|
—
|
|
|
(230
|
)
|
||||||
Amortization of net loss
|
1,690
|
|
|
686
|
|
|
3,615
|
|
|
(12
|
)
|
|
—
|
|
|
204
|
|
||||||
Settlement charge
|
57
|
|
|
5,321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment charge
|
—
|
|
|
—
|
|
|
1,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (benefit)
|
$
|
(1,878
|
)
|
|
$
|
1,113
|
|
|
$
|
4,255
|
|
|
$
|
367
|
|
|
$
|
861
|
|
|
$
|
863
|
|
|
Pension Benefits
|
|
Retirement Health and Life Insurance Benefits
|
||||||||
|
2015
|
2014
|
|
|
2015
|
2014
|
|
||||
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.25
|
%
|
4.00
|
%
|
|
|
3.00
|
%
|
3.00
|
%
|
|
|
Pension Benefits
|
|
Retirement Health and Life Insurance Benefits
|
|||||||
|
2015
|
2014
|
|
2015
|
2014
|
|
||||
|
|
|
|
|
|
|
||||
Discount rate
|
4.00
|
%
|
4.75
|
%
|
|
3.00
|
%
|
3.25
|
%
|
|
Expected long-term rate of return on plan assets
|
6.50
|
%
|
7.50
|
%
|
|
—
|
|
—
|
|
|
|
One Percentage Point
|
||||||
(Dollars in thousands)
|
Increase
|
|
Decrease
|
||||
|
|
|
|
||||
Effect on total service and interest cost
|
$
|
41
|
|
|
$
|
(38
|
)
|
Effect on other postretirement benefit obligations
|
73
|
|
|
(68
|
)
|
(Dollars in thousands)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Pooled separate accounts
|
$
|
6,782
|
|
|
$
|
5,204
|
|
Fixed income bonds
|
110,427
|
|
|
102,535
|
|
||
Mutual funds
|
43,454
|
|
|
51,097
|
|
||
Guaranteed deposit account
|
10,344
|
|
|
11,764
|
|
||
Total investments at fair value
|
$
|
171,007
|
|
|
$
|
170,600
|
|
|
Assets at Fair Value as of December 31, 2015
|
||||||||||||||
(Dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Pooled separate accounts
|
$
|
—
|
|
|
$
|
6,782
|
|
|
$
|
—
|
|
|
$
|
6,782
|
|
Fixed income bonds
|
—
|
|
|
110,427
|
|
|
—
|
|
|
110,427
|
|
||||
Mutual funds
|
43,454
|
|
|
—
|
|
|
—
|
|
|
43,454
|
|
||||
Guaranteed deposit account
|
—
|
|
|
—
|
|
|
10,344
|
|
|
10,344
|
|
||||
Total assets at fair value
|
$
|
43,454
|
|
|
$
|
117,209
|
|
|
$
|
10,344
|
|
|
$
|
171,007
|
|
|
|
|
|
|
|
|
|
||||||||
|
Assets at Fair Value as of December 31, 2014
|
||||||||||||||
(Dollars in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Pooled separate accounts
|
$
|
—
|
|
|
$
|
5,204
|
|
|
$
|
—
|
|
|
$
|
5,204
|
|
Fixed Income Bonds
|
—
|
|
|
102,535
|
|
|
—
|
|
|
102,535
|
|
||||
Mutual funds
|
51,097
|
|
|
—
|
|
|
—
|
|
|
51,097
|
|
||||
Guaranteed deposit account
|
—
|
|
|
—
|
|
|
11,764
|
|
|
11,764
|
|
||||
Total assets at fair value
|
$
|
51,097
|
|
|
$
|
107,739
|
|
|
$
|
11,764
|
|
|
$
|
170,600
|
|
(Dollars in thousands)
|
Guaranteed Deposit Account
|
||
|
|
||
Balance at beginning of year
|
$
|
11,764
|
|
Unrealized gains relating to instruments still held at the reporting date
|
476
|
|
|
Purchases, sales, issuances and settlements (net)
|
(1,896
|
)
|
|
Balance at end of year
|
$
|
10,344
|
|
(Dollars in thousands)
|
Pension Benefits
|
|
Retiree Health and Life Insurance Benefits
|
||||
|
|
|
|
||||
2016
|
$
|
8,489
|
|
|
$
|
537
|
|
2017
|
$
|
8,666
|
|
|
$
|
465
|
|
2018
|
$
|
8,858
|
|
|
$
|
319
|
|
2019
|
$
|
9,121
|
|
|
$
|
266
|
|
2020
|
$
|
9,389
|
|
|
$
|
262
|
|
2021-2025
|
$
|
52,370
|
|
|
$
|
1,156
|
|
Year
|
|
Payments Due
|
||
2016
|
|
|
$3.4
|
million
|
2017
|
|
|
$4.1
|
million
|
2018
|
|
|
$4.8
|
million
|
2019
|
|
|
$5.5
|
million
|
2020
|
|
|
$160.8
|
million
|
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
14,832
|
|
|
$
|
9,604
|
|
|
$
|
2,201
|
|
International
|
51,341
|
|
|
71,620
|
|
|
47,521
|
|
|||
Total
|
$
|
66,173
|
|
|
$
|
81,224
|
|
|
$
|
49,722
|
|
(Dollars in thousands)
|
Current
|
|
Deferred
|
|
Total
|
||||||
2015
|
|
|
|
|
|
||||||
Domestic
|
$
|
993
|
|
|
$
|
4,272
|
|
|
$
|
5,265
|
|
International
|
15,192
|
|
|
(604
|
)
|
|
14,588
|
|
|||
Total
|
$
|
16,185
|
|
|
$
|
3,668
|
|
|
$
|
19,853
|
|
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
||||||
Domestic
|
$
|
2,205
|
|
|
$
|
6,984
|
|
|
$
|
9,189
|
|
International
|
17,172
|
|
|
1,451
|
|
|
18,623
|
|
|||
Total
|
$
|
19,377
|
|
|
$
|
8,435
|
|
|
$
|
27,812
|
|
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
||||||
Domestic
|
$
|
(7,075
|
)
|
|
$
|
6,187
|
|
|
$
|
(888
|
)
|
International
|
12,667
|
|
|
(260
|
)
|
|
12,407
|
|
|||
Total
|
$
|
5,592
|
|
|
$
|
5,927
|
|
|
$
|
11,519
|
|
|
|
|
|
||||
(Dollars in thousands)
|
2015
|
|
2014
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued employee benefits and compensation
|
$
|
9,284
|
|
|
$
|
9,168
|
|
Postretirement benefit obligations
|
5,434
|
|
|
7,866
|
|
||
Tax loss and credit carryforwards
|
9,318
|
|
|
16,533
|
|
||
Reserves and accruals
|
5,075
|
|
|
4,230
|
|
||
Depreciation and amortization
|
—
|
|
|
17,862
|
|
||
Other
|
3,474
|
|
|
2,550
|
|
||
Total deferred tax assets
|
32,585
|
|
|
58,209
|
|
||
Less deferred tax asset valuation allowance
|
(6,202
|
)
|
|
(7,691
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
26,383
|
|
|
50,518
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Depreciation and amortization
|
17,492
|
|
|
14,303
|
|
||
Other
|
187
|
|
|
344
|
|
||
Total deferred tax liabilities
|
17,679
|
|
|
14,647
|
|
||
Net deferred tax asset
|
$
|
8,704
|
|
|
$
|
35,871
|
|
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Tax expense at Federal statutory income tax rate
|
$
|
23,161
|
|
|
$
|
28,429
|
|
|
$
|
17,403
|
|
International tax rate differential
|
(4,792
|
)
|
|
(6,772
|
)
|
|
(2,541
|
)
|
|||
Foreign source income, net of tax credits
|
2,449
|
|
|
5,195
|
|
|
(786
|
)
|
|||
State tax, net of federal
|
(416
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits
|
148
|
|
|
603
|
|
|
(2,197
|
)
|
|||
General business credits
|
(908
|
)
|
|
(604
|
)
|
|
(702
|
)
|
|||
Acquisition related expenses
|
453
|
|
|
590
|
|
|
—
|
|
|||
Valuation allowance change
|
(1,489
|
)
|
|
388
|
|
|
—
|
|
|||
Other
|
1,247
|
|
|
(17
|
)
|
|
342
|
|
|||
Income tax expense (benefit)
|
$
|
19,853
|
|
|
$
|
27,812
|
|
|
$
|
11,519
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||
Stock acquisition program
|
120,883
|
|
|
120,883
|
|
Stock options and restricted stock
|
678,904
|
|
|
862,040
|
|
Shares available for issuance
|
1,079,491
|
|
|
1,176,882
|
|
Rogers Employee Savings and Investment Plan
|
169,044
|
|
|
169,044
|
|
Rogers Corporation Global Stock Ownership Plan for Employees
|
153,357
|
|
|
166,152
|
|
Deferred compensation to be paid in stock
|
13,239
|
|
|
13,248
|
|
Total
|
2,214,918
|
|
|
2,508,249
|
|
|
Options Outstanding
|
|
Weighted- Average Exercise Price Per Share
|
|
Weighted-Average Remaining Contractual Life in Years
|
|
Aggregate Intrinsic Value
|
||||
Options outstanding at December 31, 2014
|
393,347
|
|
|
$
|
40.72
|
|
|
3.8
|
|
16,019,130
|
|
Options exercised
|
(178,759
|
)
|
|
40.90
|
|
|
|
|
|
|
|
Options forfeited
|
(2,550
|
)
|
|
40.09
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2015
|
212,038
|
|
|
40.47
|
|
|
3.2
|
|
2,557,193
|
|
|
Options exercisable at December 31, 2015
|
204,394
|
|
|
40.44
|
|
|
3.1
|
|
2,478,456
|
|
|
Options vested at December 31, 2015 or expected to vest*
|
211,809
|
|
|
40.50
|
|
|
3.2
|
|
2,554,831
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Options
Outstanding
|
|
Weighted-
Average Exercise Price Per Share |
|
Options
Outstanding
|
|
Weighted-
Average Exercise Price Per Share |
|
Options
Outstanding
|
|
Weighted-
Average Exercise Price Per Share |
|||||||||
Outstanding at beginning of year
|
393,347
|
|
|
$
|
40.72
|
|
|
893,139
|
|
|
$
|
43.23
|
|
|
1,765,947
|
|
|
$
|
40.58
|
|
Options exercised
|
(178,759
|
)
|
|
40.90
|
|
|
(476,793
|
)
|
|
44.60
|
|
|
(847,340
|
)
|
|
37.82
|
|
|||
Options forfeited
|
(2,550
|
)
|
|
40.09
|
|
|
(22,999
|
)
|
|
57.07
|
|
|
(25,468
|
)
|
|
39.04
|
|
|||
Outstanding at year-end
|
212,038
|
|
|
40.47
|
|
|
393,347
|
|
|
40.72
|
|
|
893,139
|
|
|
43.23
|
|
|||
Options exercisable at year-end
|
204,394
|
|
|
|
|
364,770
|
|
|
|
|
721,645
|
|
|
|
|
2015
|
|
2014
|
||
Expected volatility
|
28.2
|
%
|
|
33.7
|
%
|
Expected term (in years)
|
3
|
|
|
3
|
|
Risk-free interest rate
|
0.96
|
%
|
|
0.67
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|||||||||
Non-vested awards outstanding at beginning of year
|
92,437
|
|
|
$
|
52.75
|
|
|
71,175
|
|
|
$
|
47.49
|
|
|
73,458
|
|
|
$
|
38.01
|
|
Awards granted
|
51,475
|
|
|
78.01
|
|
|
51,850
|
|
|
58.61
|
|
|
47,625
|
|
|
47.10
|
|
|||
Stock issued
|
(20,910
|
)
|
|
41.27
|
|
|
(14,383
|
)
|
|
47.89
|
|
|
(33,538
|
)
|
|
27.43
|
|
|||
Awards forfeited or expired
|
(15,773
|
)
|
|
59.45
|
|
|
(16,205
|
)
|
|
52.71
|
|
|
(16,370
|
)
|
|
44.90
|
|
|||
Non-vested awards outstanding at end of year
|
107,229
|
|
|
$
|
66.13
|
|
|
92,437
|
|
|
$
|
52.75
|
|
|
71,175
|
|
|
$
|
47.49
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Non-vested awards outstanding at beginning of year
|
238,386
|
|
|
$
|
53.80
|
|
|
231,026
|
|
|
$
|
48.54
|
|
|
115,139
|
|
|
$
|
43.27
|
|
Awards granted
|
75,160
|
|
|
77.15
|
|
|
93,780
|
|
|
61.7
|
|
|
156,665
|
|
|
51.78
|
|
|||
Stock issued
|
(93,813
|
)
|
|
48.35
|
|
|
(62,378
|
)
|
|
47.19
|
|
|
(12,436
|
)
|
|
43.97
|
|
|||
Awards forfeited or expired
|
(11,415
|
)
|
|
61.32
|
|
|
(24,042
|
)
|
|
51.19
|
|
|
(28,342
|
)
|
|
47.07
|
|
|||
Non-vested awards outstanding at end of year
|
208,318
|
|
|
$
|
64.27
|
|
|
238,386
|
|
|
$
|
53.80
|
|
|
231,026
|
|
|
$
|
48.54
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-
Average Grant Date Fair Value |
|
Awards Outstanding
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Non-vested awards outstanding at beginning of year
|
30,150
|
|
|
$
|
24.43
|
|
|
31,550
|
|
|
$
|
26.77
|
|
|
30,150
|
|
|
$
|
26.13
|
|
Awards granted
|
10,300
|
|
|
73.79
|
|
|
14,700
|
|
|
58.45
|
|
|
16,800
|
|
|
41.67
|
|
|||
Stock issued
|
(16,500
|
)
|
|
51.20
|
|
|
(16,100
|
)
|
|
60.08
|
|
|
(15,400
|
)
|
|
41.77
|
|
|||
Non-vested awards outstanding at end of year
|
23,950
|
|
|
$
|
27.22
|
|
|
30,150
|
|
|
$
|
24.43
|
|
|
31,550
|
|
|
$
|
26.77
|
|
|
Lease Expense
|
||||||||||
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Operating leases
|
$
|
3,531
|
|
|
$
|
2,716
|
|
|
$
|
2,634
|
|
Capital lease
|
$
|
667
|
|
|
$
|
747
|
|
|
$
|
1,233
|
|
|
Future Minimum Lease Payments
|
|
|
|||||||||||||||||||
(Dollars in thousands)
|
|
Total
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
||||||||||||||
Operating leases
|
|
$
|
10,221
|
|
$
|
2,981
|
|
$
|
2,089
|
|
$
|
1,675
|
|
$
|
915
|
|
$
|
749
|
|
$
|
1,812
|
|
Capital lease
|
|
$
|
5,833
|
|
$
|
284
|
|
$
|
300
|
|
$
|
320
|
|
$
|
342
|
|
$
|
366
|
|
$
|
4,221
|
|
|
For the Year Ended December 31,
|
|||
|
2015
|
2014
|
||
Claims outstanding at beginning of year
|
440
|
|
362
|
|
New claims filed
|
231
|
|
195
|
|
Pending claims concluded*
|
(183
|
)
|
(117
|
)
|
Claims outstanding at end of year
|
488
|
|
440
|
|
(Dollars in millions)
|
2015
|
2014
|
||||
Asbestos-related claims
|
$
|
56.6
|
|
$
|
56.5
|
|
Asbestos-related insurance receivables
|
$
|
53.4
|
|
$
|
53.0
|
|
•
|
The Rogers Corporate Headquarters located in Rogers, Connecticut is part of the Connecticut Voluntary Corrective Action
|
•
|
Advanced Connectivity Solutions
|
•
|
Elastomeric Material Solutions
|
•
|
Power Electronics Solutions
|
•
|
Other
|
(Dollars in thousands)
|
Elastomeric Material Solutions
|
|
Advanced Connectivity Solutions
|
|
Power Electronics Solutions
|
|
Other
|
|
Total
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
180,898
|
|
|
$
|
267,630
|
|
|
$
|
150,288
|
|
|
$
|
42,627
|
|
|
$
|
641,443
|
|
Operating income
|
$
|
19,979
|
|
|
$
|
45,115
|
|
|
$
|
3,750
|
|
|
$
|
7,411
|
|
|
$
|
76,255
|
|
Total assets
|
$
|
265,575
|
|
|
$
|
316,235
|
|
|
$
|
321,248
|
|
|
$
|
29,400
|
|
|
$
|
932,458
|
|
Capital expenditures
|
$
|
4,103
|
|
|
$
|
15,532
|
|
|
$
|
4,185
|
|
|
$
|
1,017
|
|
|
$
|
24,837
|
|
Depreciation & amortization
|
$
|
9,280
|
|
|
$
|
15,403
|
|
|
$
|
7,855
|
|
|
$
|
1,516
|
|
|
$
|
34,054
|
|
Investment in unconsolidated joint ventures
|
$
|
15,348
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,348
|
|
Equity income in unconsolidated joint ventures
|
$
|
2,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,890
|
|
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
173,671
|
|
|
$
|
240,864
|
|
|
$
|
171,832
|
|
|
$
|
24,544
|
|
|
$
|
610,911
|
|
Operating income (loss)
|
$
|
23,350
|
|
|
$
|
44,007
|
|
|
$
|
5,654
|
|
|
$
|
8,230
|
|
|
$
|
81,241
|
|
Total assets
|
$
|
221,013
|
|
|
$
|
217,173
|
|
|
$
|
377,181
|
|
|
$
|
25,068
|
|
|
$
|
840,435
|
|
Capital expenditures
|
$
|
6,197
|
|
|
$
|
14,290
|
|
|
$
|
7,489
|
|
|
$
|
779
|
|
|
$
|
28,755
|
|
Depreciation & amortization
|
$
|
6,561
|
|
|
$
|
9,575
|
|
|
$
|
9,332
|
|
|
$
|
800
|
|
|
$
|
26,268
|
|
Investment in unconsolidated joint ventures
|
$
|
17,214
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,214
|
|
Equity income in unconsolidated joint ventures
|
$
|
4,123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,123
|
|
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
168,082
|
|
|
$
|
184,949
|
|
|
$
|
160,730
|
|
|
$
|
23,721
|
|
|
$
|
537,482
|
|
Operating income (loss)
|
$
|
22,601
|
|
|
$
|
19,076
|
|
|
$
|
1,338
|
|
|
$
|
7,102
|
|
|
$
|
50,117
|
|
Total assets
|
$
|
223,346
|
|
|
$
|
179,363
|
|
|
$
|
384,249
|
|
|
$
|
24,363
|
|
|
$
|
811,321
|
|
Capital expenditures
|
$
|
3,030
|
|
|
$
|
7,793
|
|
|
$
|
5,287
|
|
|
$
|
749
|
|
|
$
|
16,859
|
|
Depreciation & amortization
|
$
|
6,410
|
|
|
$
|
7,004
|
|
|
$
|
12,406
|
|
|
$
|
531
|
|
|
$
|
26,351
|
|
Investment in unconsolidated joint ventures
|
$
|
18,463
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,463
|
|
Equity income in unconsolidated joint ventures
|
$
|
4,326
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,326
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating income
|
$
|
76,255
|
|
|
$
|
81,241
|
|
|
$
|
50,117
|
|
|
|
|
|
|
|
||||||
Equity income in unconsolidated joint ventures
|
2,890
|
|
|
4,123
|
|
|
4,326
|
|
|||
Other income (expense), net
|
(8,492
|
)
|
|
(1,194
|
)
|
|
(1,240
|
)
|
|||
Interest income (expense), net
|
(4,480
|
)
|
|
(2,946
|
)
|
|
(3,481
|
)
|
|||
Income before income taxes
|
$
|
66,173
|
|
|
$
|
81,224
|
|
|
$
|
49,722
|
|
|
Net Sales (1)
|
Long-lived Assets (2)
|
||||||||||||||||||||
(Dollars in thousands)
|
2015
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
$
|
162,662
|
|
$
|
124,305
|
|
|
$
|
118,217
|
|
|
$
|
217,595
|
|
|
$
|
70,728
|
|
|
$
|
64,744
|
|
China
|
192,155
|
|
236,488
|
|
|
193,734
|
|
|
65,994
|
|
|
49,794
|
|
|
44,805
|
|
||||||
Germany
|
81,452
|
|
93,478
|
|
|
79,043
|
|
|
110,240
|
|
|
129,702
|
|
|
154,688
|
|
||||||
Other
|
205,174
|
|
156,640
|
|
|
146,488
|
|
|
34,998
|
|
|
36,999
|
|
|
40,535
|
|
||||||
Total
|
$
|
641,443
|
|
$
|
610,911
|
|
|
$
|
537,482
|
|
|
$
|
428,827
|
|
|
$
|
287,223
|
|
|
$
|
304,772
|
|
•
|
2015
|
•
|
2014
|
•
|
2013
|
(Dollars in thousands)
|
December 31, 2015
|
||
Shares of capital stock repurchased
|
727,573
|
|
|
Value of capital stock repurchased
|
$
|
39,993
|
|
|
As adjusted for impact of the change to FIFO
|
||||||||||||||
(Dollars in thousands, except per share amounts)
|
2015
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net sales
|
$
|
165,051
|
|
|
$
|
163,098
|
|
|
$
|
160,366
|
|
|
$
|
152,928
|
|
Gross margin
|
$
|
62,425
|
|
|
$
|
60,661
|
|
|
$
|
59,672
|
|
|
$
|
52,604
|
|
Net income
|
$
|
13,643
|
|
|
$
|
13,554
|
|
|
$
|
12,546
|
|
|
$
|
6,577
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.74
|
|
|
$
|
0.73
|
|
|
$
|
0.68
|
|
|
$
|
0.37
|
|
Diluted
|
$
|
0.72
|
|
|
$
|
0.71
|
|
|
$
|
0.67
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
||||||||
|
2014
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net sales
|
$
|
146,640
|
|
|
$
|
153,495
|
|
|
$
|
163,052
|
|
|
$
|
147,724
|
|
Gross margin
|
$
|
54,107
|
|
|
$
|
57,376
|
|
|
$
|
64,576
|
|
|
$
|
58,695
|
|
Net income
|
$
|
14,702
|
|
|
$
|
11,056
|
|
|
$
|
20,407
|
|
|
$
|
7,247
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.82
|
|
|
$
|
0.61
|
|
|
$
|
1.12
|
|
|
$
|
0.40
|
|
Diluted
|
$
|
0.79
|
|
|
$
|
0.59
|
|
|
$
|
1.09
|
|
|
$
|
0.39
|
|
(Dollars in thousands)
|
|
Balance at Beginning of Period
|
|
Charged to (Reduction of) Costs and Expenses
|
|
Taken Against Allowance
|
|
Other (Deductions) Recoveries
|
|
Balance at End of Period
|
||||||||||
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
$
|
476
|
|
|
$
|
1,085
|
|
|
$
|
(866
|
)
|
|
$
|
—
|
|
|
$
|
695
|
|
December 31, 2014
|
|
$
|
1,655
|
|
|
$
|
250
|
|
|
$
|
(1,429
|
)
|
|
$
|
—
|
|
|
$
|
476
|
|
December 31, 2013
|
|
$
|
1,773
|
|
|
$
|
670
|
|
|
$
|
(788
|
)
|
|
$
|
—
|
|
|
$
|
1,655
|
|
(Dollars in thousands)
|
|
Balance at Beginning of Period
|
|
Charged to (Reduction of) Costs and Expenses
|
|
Taken Against Allowance
|
|
Other (Deductions) Recoveries
|
|
Balance at End of Period
|
||||||||||
Valuation on Allowance for Deferred Tax Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
$
|
7,691
|
|
|
$
|
(1,484
|
)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
6,202
|
|
December 31, 2014
|
|
$
|
7,302
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
230
|
|
|
$
|
7,691
|
|
December 31, 2013
|
|
$
|
7,992
|
|
|
$
|
(85
|
)
|
|
$
|
—
|
|
|
$
|
(605
|
)
|
|
$
|
7,302
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (5)
|
|
Weighted average exercise price of outstanding options, warrants and rights (5)
|
|
Number of securities remaining available for future issuance under each equity compensation plan excluding securities referenced in column (a) (6)
|
|
|
|
|
|
|
|
Equity Compensation Plans Approved by Security Holders
|
|
|
|
|
|
|
Rogers Corporation 2009 Long-Term Equity Compensation Plan
|
|
69,626
|
|
$35.46
|
|
1,079,491
|
Rogers Corporation Global Stock Ownership Plan For Employees (1)
|
|
—
|
|
|
|
153,357
|
|
|
|
|
|
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
|
|
|
|
|
Rogers Corporation Stock Acquisition Program (3)
|
|
—
|
|
—
|
|
120,883
|
Inducement Awards for the CEO (4)
|
|
23,200
|
|
$37.05
|
|
—
|
Total (5)
|
|
92,826
|
|
$35.86
|
|
1,353,731
|
(1)
|
This is an employee stock purchase plan within the meaning of Section 432(b) of the Internal Revenue Code of 1986, as amended.
|
(2)
|
The Rogers Corporation 1990 Stock Option Plan was adopted in 1990 to award certain key employees of Rogers with stock option grants. Under this plan, options generally have an exercise price equal to at least the fair market value of Rogers' stock as of the date of grant. Regular options generally have a ten-year life and generally vest in one-third increments on the second, third and fourth anniversary dates of the grant, except for the grants made to most employees in 2004 and 2005. Such 2004 and 2005 stock options were immediately vested upon grant, but any shares acquired upon option exercise during the first four years after the grant date could not be sold during the four year period if the individual was still actively employed at Rogers. Termination of employment because of retirement, or for certain other reasons, may shorten the vesting schedule, the expiration date or eliminate the aforementioned sales restriction.
|
(3)
|
The purpose of the Stock Acquisition Program is to enable non-management directors and executive officers to acquire shares of Rogers' common stock in lieu of cash compensation at the then current fair market value of such common stock.
|
(4)
|
Bruce D. Hoechner was granted three equity awards when he joined Rogers Corporation as its new President and Chief Executive Officer in October of 2011. This consisted of two time-based restricted stock unit awards with different vesting schedules and the non-qualified stock option, shown in the table above. The Board of Directors (including a majority of its independent directors) approved these equity inducement awards in reliance on an employment inducement exception to shareholder approval provided for in the New York Stock Exchange governance rules.
|
(5)
|
Does not include deferred stock units, restricted stock or phantom stock units. As of December 31, 2015, 25,050 shares were reserved for deferred stock unit awards, 318,770 shares were reserved for restricted stock awards and 15,283 shares were reserved for phantom stock units related to the deferral of compensation ultimately to be paid in Rogers stock.
|
(6)
|
On May 7, 2009, shareholders approved the Rogers Corporation 2009 Long-Term Equity Compensation Plan and as of that date no further equity awards will be made pursuant to the provisions of the Rogers Corporation (i)1988 Stock Option Plan, (ii) 1994 Stock Compensation Plan, (iii) 1998 Stock Incentive Plan, (iv) 2005 Equity Compensation Plan and (v) 1990 Stock Option Plan. For this reason a zero (i.e., a dash) appears in the applicable rows of this column. The number for the 2009 Long-Term Equity Compensation Plan has been reduced by shares reserved for restricted stock awards and deferred stock units.
|
2.1
|
Share Purchase and Transfer Agreement, dated December 31, 2010, among the Registrant, Electrovac Curamik GmbH, Curamik Electronics GmbH, and DZ Equity Partner GmbH, filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on January 10, 2011*.
|
2.2
|
Stock Purchase Agreement, dated as of December 18, 2014, by and among Handy & Harman Group, Ltd., Bairnco, LLC and Rogers Corporation, filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on December 22, 2014.
|
2.3
|
Amendment No. 1 to Stock Purchase Agreement, dated January 22, 2015, by and among Handy & Harman Group, Ltd.,Bairnco, LLC and Rogers Corporation, filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on January 26, 2015.
|
3.1
|
Restated Articles of Organization of Rogers Corporation, as amended, filed as Exhibit 3a to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the 2006 Form 10-K)*.
|
3.2
|
Amended and Restated Bylaws of Rogers Corporation, effective October 2, 2008, filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on October 7, 2008*.
|
4.1
|
Shareholder Rights Agreement, dated as of February 22, 2007, between the Registrant and Registrar and Transfer Company, as Rights Agent, filed as Exhibit 4.1 to the Registrant's registration statement on form 8-A filed on February 23, 2007*.
|
10.1
|
Rogers Corporation Annual Incentive Compensation Plan (as amended)**, filed as Exhibit II to the Registrant's Definitive Proxy Statement filed on March 20, 2009*. Second Amendment to Rogers Corporation Annual Incentive Compensation Plan, filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on February 17, 2010*. Third Amendment to Rogers Corporation Annual Incentive Compensation Plan, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 14, 2011*. Fourth Amendment to Rogers Corporation Annual Incentive Compensation Plan, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 18, 2011*.
|
10.2
|
Rogers Corporation 1988 Stock Option Plan, as restated September 14, 1989 (the 1988 Plan)** (as amended October 23, 1996, April 18, 2000, June 21, 2001, August 22, 2002, December 5, 2002 and October 27, 2006). The 1988 Plan was filed as Exhibit 10d to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1995 (the 1994 Form 10-K)*. The October 23, 1996 amendment was filed as Exhibit 10d to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 29, 1996 (the 1996 Form 10-K)*. The April 18, 2000, June 21, 2001, August 22, 2002 and December 5, 2002 amendments were filed as Exhibit 10d to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 28, 2003 (the 2003 Form 10-K)*. The October 27, 2006 amendment was filed as Exhibit 10aab to the 2006 Form 10-K*.
|
10.3
|
The Restated Rogers Corporation 1990 Stock Option Plan (the 1990 Plan)** (as amended December 21, 1999, April 18, 2000, June 21, 2001, August 22, 2002, October 7, 2002, December 5, 2002 and October 27, 2006) was filed as Exhibit 99.1 to Registration Statement on Form S-8 (No. 333-14419) dated October 18, 1996*. The December 21, 1999 amendment was filed as Exhibit 10e to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 2, 2000 (the 1999 Form 10-K)*. The October 7, 2002 amendment was filed as Exhibit 10e to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 29, 2002 (the 2002 Form 10-K)*. The April 18, 2000, June 21, 2001, August 22, 2002 and December 5, 2002 amendments were filed as Exhibit 10e to the Registrant's 2003 Form 10-K*. The October 27, 2006 amendment was filed as Exhibit 10aab to the 2006 Form 10-K*.
|
10.4
|
The Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Non-Management Directors**, filed as Exhibit 10i to the Registrant's Quarterly Report on Form 10-Q filed November 8, 2007*. First Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Non-Management Directors, filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q filed November 3, 2009*. Second Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Non-Management Directors, filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the 2010 Form 10-K)*.
|
10.5
|
The Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees**, filed as Exhibit 10j to the Registrant's Quarterly Report on Form 10-Q filed November 8, 2007*. First Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, filed as Exhibit 10j to the Registrant's Quarterly Report on Form 10-Q filed August 7, 2008*. Second Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q filed November 3, 2009*. Third Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed February 17, 2010*. Fourth Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, filed as Exhibit 10.6 to the 2010 Form 10-K*.
|
10.6
|
Rogers Corporation 1998 Stock Incentive Plan (the 1998 Plan)** (as amended September 9, 1999, December 21, 1999, April 18, 2000, June 21, 2001, October 10, 2001, August 22, 2002, November 7, 2002, December 5, 2002, February 19, 2004, and October 27, 2006). The 1998 Plan was filed as Exhibit A to the Definitive Proxy Statement dated March 17, 1998*. The September 9, 1999 and December 21, 1999 amendments were filed as Exhibit 10l to the 1999 Form 10-K*. The October 10, 2001 and November 7, 2002 amendments were filed as Exhibit 10l to the 2002 Form 10-K*. The April 18, 2000, June 21, 2001, August 22, 2002, December 5, 2002 and February 19, 2004 amendments were filed as Exhibit 10l to the 2003 Form 10-K*. The April 28, 2005 amendment was filed as Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed on May 2, 2005*. The October 27, 2006 amendment was filed as Exhibit 10aab to the 2006 Form 10-K*.
|
10.7
|
Rogers Corporation Amended and Restated Pension Restoration Plan**, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed December 17, 2008*. First Amendment to the Rogers Corporation Amended and Restated Pension Restoration Plan, filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed November 3, 2009*. Second Amendment to the Rogers Corporation Amended and Restated Pension Restoration Plan, filed as Exhibit 10.10 to the 2010 Form 10-K*.
|
10.8
|
Form of Indemnification Agreement between the Registrant and each of its executive officers**, filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K on December 14, 2004*.
|
10.9
|
Form of Indemnification Agreement between the Registrant and each of its Directors**, filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K on December 14, 2004*.
|
10.10
|
Rogers Compensation Recovery Policy**, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed October 19, 2009*.
|
10.11
|
Amended Rogers Corporation 2009 Long-Term Equity Compensation Plan**, filed as Exhibit 10.1 to the Registrant's Registration Statement on Form S-8 (File No. 333-181199) filed May 7, 2012*.
|
10.12
|
Form of Performance-Based Restricted Stock Award Agreement under the 2009 Plan**, filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q filed August 2, 2011*.
|
10.13
|
Form of Performance-Based Restricted Stock Award Agreement under the 2009 Plan**, filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed May 2, 2012*.
|
10.14
|
Form of Performance-Based Restricted Stock Award Agreement under the 2009 Plan**, filed herewith.
|
10.15
|
Form of Basic Time-Based Restricted Stock Unit Award Agreement under the 2009 Plan**, filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed August 2, 2011*.
|
10.16
|
Form of Time-Based Restricted Stock Unit Award Agreement under the 2009 Plan**, filed herewith.
|
10.17
|
Form of Non-Qualified Stock Option Agreement (For Officers and Employees) under the 2009 Plan**, filed as Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q filed August 4, 2009*.
|
10.18
|
Form of Non-Qualified Stock Option Agreement (For Officers and Employees) under the 2009 Plan**, filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed November 3, 2009*.
|
10.19
|
Form of Performance-Based Restricted Stock Award Agreement under the 2009 Plan**, filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed November 3, 2009*.
|
10.20
|
Form of Restricted Stock Agreement under the 2009 Plan**, filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed November 3, 2009*.
|
10.21
|
Second Amended and Restated Credit Agreement, dated as of June 18, 2015, with each of the lenders party thereto, JPMorgan Chase Bank, N.A. as administrative agent, HSBC Bank USA, National Association and Citizens Bank, N.A. as co-syndication agents, Fifth Third Bank and Citibank, N.A. as co-documentation agents and JPMorgan Securities LLC and HSBC Bank USA, National Association as joint bookrunners and joint lead arrangers, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 24, 2015.
|
10.23
|
Letter Agreement between the Registrant and Bruce D. Hoechner, dated September 15, 2011 and accepted on September 20, 2011**, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed September 26, 2011*.
|
10.24
|
Non-Qualified Stock Option Agreement between the Registrant and Bruce D. Hoechner**, filed as Exhibit 10.2 to the Registrant's Registration Statement on Form S-8 (File No. 333-181199) filed May 7, 2012*.
|
10.25
|
Time-Based Restricted Stock Unit Award Agreement between the Registrant and Bruce D. Hoechner**, filed as Exhibit 10.3 to the Registrant's Registration Statement on Form S-8 (File No. 333-181199) filed May 7, 2012*.
|
10.26
|
Time-Based Restricted Stock Unit Award Agreement (4 Year Cliff Vested) between the Registrant and Bruce D. Hoechner**, filed as Exhibit 10.4 to the Registrant's Registration Statement on Form S-8 (File No. 333-181199) filed May 7, 2012*.
|
10.27
|
Letter Agreement between the Company and David Mathieson, agreed to May 11, 2014, filed with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 12, 2014.
|
10.28
|
Letter Agreement between the Company and Janice Stipp, dated October 1, 2015 and accepted on October 5, 2015, filed herewith.
|
10.29
|
Rogers Corporation 2009 Long-Term Equity Compensation Plan, as amended, filed with the SEC as Exhibit B to the Company's Definitive Proxy Statement which was filed on March 24, 2014.
|
10.30
|
Rogers Corporation Deferred Compensation Plan, filed with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 26, 2014.
|
10.31
|
Form of Officer Special Severance Agreement between the Company and each of its executive officers, filed with the SEC as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 30, 2015**.
|
18.1
|
Preferability Letter from PricewaterhouseCoopers, LLP, filed herewith.
|
21
|
Subsidiaries of the Registrant, filed herewith.
|
23.1
|
Consent of Marsh U.S.A., Inc., filed herewith.
|
23.2
|
Consent of National Economic Research Associates, Inc., filed herewith.
|
23.3
|
Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm, filed herewith
|
23.4
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, filed herewith.
|
31.1
|
Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
31.2
|
Certification of Vice President, Finance and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
32
|
Certification of President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
101
|
The following materials from Rogers Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Financial Position for the fiscal years ended December 31, 2015 and 2014; (ii) Consolidated Statements of Operations for the fiscal years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Statements of Shareholders' Equity for the fiscal years ended December 31, 2015, 2014 and 2013; and (iv) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2015, 2014 and 2013; and (v) Notes to Consolidated Financial Statements.
|
*
|
In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as amended, references are made to the indicated documents previously filed with the SEC, which documents are hereby incorporated by reference.
|
**
|
Management contract or compensatory plan or arrangement.
|
+
|
Confidential Treatment granted for the deleted portion of this Exhibit.
|
ROGERS CORPORATION
(Registrant)
|
/s/ Bruce D. Hoechner
|
Bruce D. Hoechner
|
President and Chief Executive Officer
Principal Executive Officer
|
|
Dated: February 23, 2016
|
|
|
|
/s/ Bruce D. Hoechner
|
|
/s/ Carol R. Jensen
|
Bruce D. Hoechner
President and Chief Executive Officer
Director
Principal Executive Officer
|
|
Carol R. Jensen
Director
|
|
|
|
/s/ Janice E. Stipp
|
|
/s/ William E. Mitchell
|
Janice E. Stipp
Vice President, Finance, Chief Financial Officer, Principal Financial Officer
|
|
William E. Mitchell
Director
|
|
|
|
/s/ John K. Krawczynski
|
|
/s/ Ganesh Moorthy
|
John J. Krawczynski
Chief Accounting Officer and Corporate Controller, Principal Accounting Officer
|
|
Ganesh Moorthy
Director
|
|
|
|
/s/ Michael F. Barry
|
|
/s/ Robert G. Paul
|
Michael F. Barry
Director
|
|
Robert G. Paul
Director
|
|
|
|
/s/ Helene Simonet
|
|
/s/ Peter C. Wallace
|
Helene Simonet
Director
|
|
Peter C. Wallace
Director
|
|
|
|
/s/ Keith Barnes
|
|
|
Keith Barnes
Director
|
|
|
|
Weighted Average Performance Achievement Percentage
|
Percentage of
Target Shares
|
Below Threshold
|
Less than 0%
|
None
|
Threshold
|
0%
|
0% of Target Shares
|
Target
|
100%
|
100% of Target Shares
|
Maximum
|
200% or more
|
200% of Target Shares
|
•
|
The TSR of the Company and the Index Companies will be rank ordered from highest to lowest,
|
•
|
The S&P Percentile will be calculated as follows:
|
•
|
(Company’s Rank Ordered Number / (Number of Index Companies + 1)) * 100
|
(a)
|
“Ending Average Stock Price” means the mathematical average of the daily closing stock prices for the last 90 days of 2015.
|
(b)
|
“Beginning Average Stock Price” means the mathematical average of the daily closing stock prices for 90 days prior to January 1
,
2013.
|
•
|
“
EBIT
” means earnings before interest and taxes
|
•
|
“
Invested Capital
” means notes payable plus short and long‐term debt and equity
|
•
|
“
Average Invested Capital
” means, which respect to a fiscal year during the Performance Period, Invested Capital at the beginning of such year plus Invested at the end of such year divided by two.
|
•
|
The ROIC of the Company and the Index Companies will be rank ordered from highest to lowest,
|
•
|
The S&P Percentile will be calculated as follows:
|
•
|
(Company’s Rank Ordered Number / (Number of Index Companies + 1)) * 100
|
(a)
|
The total number of Restricted Stock Units subject to this Award shall vest in equal one-third increments on each of the first three (3) anniversaries of the Grant Date provided that the Grantee is then employed by the Company or an Affiliate. Except to the extent provided in Section 3(b) below for special circumstances, Restricted Stock Units that are unvested as of the date of the Grantee’s employment termination for any reason shall be forfeited. Each date on which Restricted Stock Units vest under this Paragraph 3 is referred to below as a “Vesting Date.”
|
(b)
|
In the event of the Grantee’s Termination of Service due to death or the Grantee’s Disability or Retirement (as such terms are defined below) prior to the third Vesting Date, a “Pro-Rata Percentage” (as defined below) of the total number of Restricted Stock Units subject to this Award will be immediately vested. For purposes of this Section 3(b), “Pro-Rata Percentage” is equal to one-third of the total number of Restricted Stock Units subject to this Award multiplied by a fraction, the numerator of which shall equal the number of days that the Grantee was employed by the Company or its Affiliates since the Grant Date (if the death, Disability or Retirement occurs less than one year after the Grant Date) or since the most recent Vesting Date (if the death, Disability or Retirement occurs more than one year but less than three years after the Grant Date), and the denominator of which shall equal 365.
|
|
WORLD PROPERTIES, INC.
By:_________________________________
Name:
Title:
|
|
|
|
|
|
ROGERS SOUTHEAST ASIA, INC.
By:_________________________________
Name:
Title:
|
|
|
|
|
|
ARLON HOLDINGS, LLC
By:_________________________________
Name:
Title:
|
|
|
|
|
|
ARLON LLC
By:_________________________________
Name:
Title:
|
|
|
Janice Stipp
1281 Covington
Bloomfield Hills, MI 48301
|
|
•
|
Effective for the 2015 fiscal year, you are eligible for the Annual Incentive Award program (AICP) with a target of 50% of your base salary. Depending on actual performance against predetermined company performance metrics, your actual AICP award payout can be as high as 200% of your target incentive. Actual awards are prorated according to start date.
|
•
|
You will receive a special new hire stock grant of restricted stock units with an initial grant value of $400,000. split as follows:
|
◦
|
50% in Time-Based Restricted Stock Units - (three year ratable vesting)
|
◦
|
50% Performance-Based Restricted Stock Units - (three year performance period)
|
▪
|
Three year total shareholder return (TSR) 60% weighting
|
▪
|
Three year return on invested capital (ROIC) 40% weighting
|
•
|
Additionally, you will be eligible for the 2016 annual long-term incentive grant. This grant would be comprised of time based restricted stock units and performance based stock units. The grant value and subsequent number of shares or units you would receive are determined in 2016 and presented to the Board of Directors’ Compensation & Organization Committee for review and approval.
|
•
|
You will receive a one-time sign-on bonus of $50,000 payable in your first paycheck. If you voluntarily resign from Rogers or are terminated for cause within 6 months of hire, you will be required to reimburse the Company for the full sign-on bonus. This letter authorizes Rogers to deduct monies from your final paycheck. Any remaining amount must be paid within 30 days of your last day of work.
|
1.
|
We will provide a flexible benefits package that presently contains choices in medical and dental insurance, flexible spending accounts, vision care and life insurance. In addition, we also provide salary continuation for short-term disability, long-term disability insurance, vacation and holiday pay, a 401(k) plan (Rogers Employee Savings and Investment Plan) with a Company-matching contribution, Employee Stock Purchase Plan, and tuition reimbursement. We have enclosed information describing these programs.
Additionally, prior to your start date you will be receiving an email from ‘Rogers Welcomes You.’ This email will provide information and forms to assist you in your on-boarding process; please take some time to review it prior to your first day.
As with other organizations, our benefits package may change from time to time. As this occurs,
|
2.
|
As a condition of employment, you will be asked to sign an agreement regarding confidentiality of trade secrets and confidential business information (Employment, Invention, Confidentiality and Non-Compete Agreement). This document is enclosed for your review and will have to be signed at the time you start work with Rogers.
|
3.
|
Your employment is “at will” and it is Rogers' policy not to enter into employment contracts. Verbal representations by Rogers' managers and supervisors do not create a binding agreement. If a contractual employment relationship were to be established, it must be in writing and signed by the Company President.
|
4.
|
You will be provided with relocation benefits as described in the Relocation Policy for Newly Hired Salaried Employees which will be sent to you separately. Please contact Sara Dionne (Human Resources Director for Corporate Services) to begin the relocation process. If you voluntarily resign from Rogers, you will be required to reimburse all monies paid under the Relocation Policy directly to you, or on your behalf, within the prior 12 months of your termination. This letter authorizes Rogers to deduct monies from your final paycheck in accordance with the Relocation Policy. An arrangement will be made for repayment of any remaining amount owed to Rogers.
|
6.
|
You will be provided severance pay and benefits as follows:
|
•
|
A) Prior to a change in Control:
In the event that your employment with the Company terminates due to a Qualified Involuntary Termination that occurs prior to a “Change in Control” (as defined in paragraph (B) below), Rogers will provide you with a severance benefit equal to 52 weeks of salary and target bonus, commencing upon your separation from service. This severance protection will remain in effect during your employment with Rogers at all times prior to a Change in Control. Except as specifically provided to the contrary in you agreement, all other provisions of the Rogers Severance Policy for Salaried Employees apply for purposes of determining your eligibility to receive the severance benefits set forth under this paragraph.
|
•
|
B) Upon a Change of Control:
You will be provided with an Officer Special Severance Agreement which provides certain benefits in the event that either Rogers (or its successor) terminates your employment without “Cause” or you resign due to “Constructive Termination” during the two year period beginning on the date of a “Change in Control,” as such terms are defined in the Officer Special Severance Agreement. Please note that the treatment of equity awards issued by Rogers upon a Change in Control is described in the Officer Special Severance Agreement. The enhanced severance benefits under your Change in Control agreement are in lieu of the severance benefits you would be entitled under any other severance arrangements prior to a Change in Control. The details of these severance provisions will be further described in Agreement that you will receive under separate cover.
|
Company
|
Percentage of Voting Securities Owned
|
Jurisdiction of Incorporation or Organization
|
|
|
|
Rogers Japan Inc.
|
100%
|
Delaware
|
Rogers Southeast Asia, Inc.
|
100%
|
Delaware
|
Rogers Taiwan, Inc.
|
100%
|
Delaware
|
Rogers Technologies Singapore, Inc.
|
100%
|
Delaware
|
Rogers Technologies (Suzhou) Co., Ltd.
|
100%
|
China
|
World Properties, Inc.
|
100%
|
Illinois
|
Rogers B.V.B.A.
|
100%
|
Belgium
|
Rogers GmbH
|
100%
|
Germany
|
Rogers (U.K.) Ltd.
|
100%
|
England
|
Rogers (Shanghai) International Trading Co. Ltd.
|
100%
|
China
|
Rogers KF, Inc.
|
100%
|
Delaware
|
Rogers Luxembourg Sarl
|
100%
|
Luxembourg
|
Rogers Benelux Sarl
|
100%
|
Luxembourg
|
Rogers Worldwide LLC
|
100%
|
Delaware
|
Rogers New Territories Corporation Limited
|
100%
|
Hong Kong
|
Rogers Asia Holding Company Limited
|
100%
|
Hong Kong
|
Rogers Pacific Limited
|
100%
|
Hong Kong
|
Utis Co., Ltd
|
100%
|
Korea
|
Rogers Germany GmbH
|
100%
|
Germany
|
Rogers Korea, Inc.
|
100%
|
Korea
|
Electronic Materials Division Holdings, LLC
|
100%
|
Delaware
|
Arlon Holdings, LLC
|
100%
|
Delaware
|
Arlon, LLC
|
100%
|
Delaware
|
Arlon MED International, LLC
|
100%
|
Delaware
|
Arlon Material Technologies Co., Ltd
|
100%
|
China
|
Arlon Materials Electronics Co., Ltd
|
100%
|
China
|
Rogers Hungary KFT
|
100%
|
Hungary
|
|
|
|
Rogers Inoac Corporation *
|
50%
|
Japan
|
Rogers Inoac Suzhou Corporation *
|
50%
|
China
|
*
|
These entities are unconsolidated joint ventures and accordingly are not included in the consolidated financial statements of Rogers Corporation, except to the extent required by the equity method of accounting.
|
/s/ Ernst & Young LLP
|
|
|
|
|
|
Boston, Massachusetts
|
|
|
February 23, 2016
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Rogers Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 23, 2016
|
/s/ Bruce D. Hoechner
|
Bruce D. Hoechner
|
President and Chief Executive Officer
|
Principal Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Rogers Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: February 23, 2016
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/s/ Janice E. Stipp
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Janice E. Stipp
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Vice President, Chief Financial Officer and Corporate Treasurer
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/s/ Bruce D. Hoechner
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Bruce D. Hoechner
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President and Chief Executive Officer
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Principal Executive Officer
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February 23, 2016
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/s/ Janice E. Stipp
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Janice E. Stipp
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Vice President, Chief Financial Officer and Corporate Treasurer
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February 23, 2016
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